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Zip Co Limited http://zip.co/
Level 14, 10 Spring Street, https://zip.co/investors
Sydney,
NSW 2000
ACN: 139 546 428
Zip Co Limited
Notice of 2020 Annual General Meeting
Explanatory Statement | Proxy Form
Monday, 30 November 2020
10:00AM (AEDT)
As a Virtual Meeting
https://web.lumiagm.com/330597117
This Notice of Meeting should be read in its
entirety. If Shareholders are in doubt as to how
they should vote, they should seek advice from
their professional advisers prior to voting.
Contents
Venue and Voting Information 2
Notice of Meeting – Agenda and Resolutions 6
Notice of Meeting – Explanatory Statement 10
Glossary 23
Annexure A – Summary of Rights and Liabilities under the New Constitution 25
Annexure B – Terms of Employee Incentive Plan 28
Annexure C – Online Meeting Guide 32
Proxy Form Separate
Important Information for Shareholders about the Company’s 2020 AGM
Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice of Meeting is
received by Shareholders, circumstances may have changed, however, this Notice of Meeting is given
based on circumstances as at 26 October 2020.
Accordingly, should circumstances change, the Company will make an announcement on the ASX
market announcements platform and on the Company’s website at http://zip.co/investors/asx-
announcements/. Shareholders are urged to monitor the ASX announcements platform and the
Company’s website.
Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines
and restrictions issued by Australian state and federal governments, the Company considers that it is
appropriate to hold the 2020 AGM as a virtual meeting, in a manner that is consistent with the
temporary modifications to the Corporations Act 2001 (Cth) introduced by the Commonwealth
Treasurer.
Venue and Voting Information
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
10:00am (AEDT) on Monday, 30 November 2020 as a virtual meeting (Meeting).
Shareholders will be able to attend and participate in the Meeting (which will be broadcast as a live
webinar):
a. From their computer, by entering the URL into their browser:
https://web.lumiagm.com/330597117
b. From their mobile device by either entering the URL in their browser:
https://web.lumiagm.com/330597117 or by using the Lumi AGM app, which is available by
downloading the app from the Apple App Store or Google Play Store.
Accessing the Meeting via the online meeting platform
We recommend logging in to the online meeting platform at least 15 minutes prior to the scheduled
start time for the Meeting using the instructions below:
1 Enter https://web.lumiagm.com/330597117 into a web browser on your computer or online
device.
2 You will need your Shareholder Reference Number (SRN) or Holder Identification Number
(HIN) (this is printed at the top of your Proxy Form).
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 23 If your holding is registered to an Australian address, your password is your postcode. If your
holding is registered to an overseas address, you should refer to the online meeting user guide
enclosed in Annexure C of this Notice of Meeting for more information.
4 Proxyholders will need to obtain a username and password by contacting Computershare
Investor Services on +61 3 9415 4024 during the online registration period which will open 1
hour before the start of the Meeting.
For further instructions on how to participate online please view the online meeting user guide at
www.investorvote.com.au/z1p or at Annexure C of this Notice of Meeting.
Voting
There are a number of ways in which you can exercise your vote.
You can:
1 cast your vote before the Meeting electronically;
2 cast your vote online during the Meeting via the online meeting platform; or
3 appoint a proxy before the Meeting electronically or by submitting the Proxy Form provided
with this Notice of Meeting.
Detailed instructions on the above options are set out in this Notice of Meeting in the section titled
‘Voting’.
Asking questions
We encourage you to submit questions in advance of the Meeting on any matter that may be relevant
to the Meeting. You can do this by logging onto www.investorcentre.com, select ‘Voting’ then click ‘Ask
a Question’, or alternatively by sending your question to the Company Secretary by email to
david.franks@automicgroup.com.au.
To allow time to collate questions and prepare answers, you must submit any questions by 10:00am
(AEDT) on Monday, 23 November 2020.
Questions will be collated and, during the Meeting, the Chair of the Meeting will seek to address as
many of the more frequently raised topics as possible. However, there may not be sufficient time
available at the Meeting to address all topics raised. Please note that individual responses will not be
sent to shareholders.
Shareholders and proxy holders will also have the ability to listen to the discussion at the Meeting and
ask questions during the Meeting via the online meeting platform.
Online platform guide
More information about how to use the online meeting platform (including how to vote and ask
questions online during the Meeting) is available at www.investorvote.com.au/z1p or at Annexure C of
this Notice of Meeting.
Your vote is important
The business of the Annual General Meeting affects your shareholding and your vote is important. You
may vote online, by proxy or personal representative.
Voting Online
You can cast your vote electronically either before the Meeting or during the Meeting as set out below.
Online voting before the Meeting
You can cast your vote before the Meeting at www.investorvote.com.au.
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 3Online voting during the Meeting
To vote online during the Meeting, you will need to log-on to the online meeting platform. Please refer
to the section titled ‘Accessing the Meeting via the online meeting platform’ above for information on
how to access the online meeting platform.
For further instructions on how to participate online please view the online meeting user guide at
www.investorvote.com.au/z1p or at Annexure C of this Notice of Meeting
Voting by proxy
A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and
vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of the Company.
If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two
proxies and may specify the percentage or number of votes each proxy can exercise. If the Proxy Form
does not specify the percentage or number of the Shareholders’ votes that each proxy may exercise,
each proxy may exercise half of the Shareholders’ votes on a poll. Fractions will be disregarded.
You can appoint a proxy by completing and signing the enclosed Proxy Form and sending or submitting
the form as follows:
To vote by proxy, please use one of the following methods:
Online Lodge the Proxy Form online at www.investorvote.com.au and follow the prompts. To
use the online lodgement facility, Shareholders will need their Securityholder Reference
Number (SRN) or Holder Identification Number (HIN) as shown on the front of the
Proxy Form.
By mobile Scan the QR Code on your Proxy Form and follow the prompts.
By fax 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
By post Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001.
By hand Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney NSW
2000.
Custodian For intermediary online subscribers only (custodians) please visit
voting www.intermediaryonline.com to submit your voting intentions.
Your proxy instruction must be received not later than 48 hours before the commencement of the
Meeting, being 10:00am (AEDT) on Saturday, 28 November 2020. Proxy Forms received later than
this time will be invalid.
Power of Attorney
If the Proxy Form is signed under a power of attorney on behalf of a Shareholder, then the attorney
must make sure that either the original power of attorney or a certified copy is sent with the Proxy
Form, unless the attorney or Shareholder has already provided it to the Share Registry.
Intermediary online
Participating intermediaries can lodge their proxy appointments online through
http://www.intermediaryonline.com.
Voting Intentions and Undirected Proxies
If you intend to appoint the Chair of the Meeting as your proxy, you are encouraged to direct them
how to vote by marking a box for Resolutions 1, 5, 6, 7 and 8 (for example, if you wish to vote for, or
against, or abstain from voting).
If you appoint the Chair as your proxy without directing them how to vote, the Proxy Form authorises
the Chair to vote as they decide on Resolutions 1, 5, 6, 7 and 8.
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 4Subject to any voting restrictions and exclusions, where the Chair of the Meeting is appointed as proxy, the Chair intends to vote in favour of all Resolutions. Corporate Representatives If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should provide to the Share Registry adequate evidence of their appointment, unless this has previously been provided to the Share Registry. An appointment of corporate representative form may be obtained from the Share Registry by calling (+61 3) 9415 4000 or online at https://www-au.computershare.com/Investor/help/PrintableForms. Technical difficulties Technical difficulties may arise during the course of the Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising their discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where they consider it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting. Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 5
Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Shareholders of Zip Co Limited ACN 139 546
428 will be held at 10:00am (AEDT) on Monday, 30 November 2020 as a virtual meeting (Meeting).
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be
considered at the Meeting. The Explanatory Statement and the Proxy Form form part of this Notice of
Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at
7:00pm (AEDT) on Saturday, 28 November 2020.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the
Glossary.
Agenda
Ordinary business
Financial statements and reports
“To receive and to consider the Annual Financial Report of the Company for the financial year ended
30 June 2020 together with the declaration of the Directors, the Directors’ Report, the Remuneration
Report and the Auditor’s Report for that financial year.”
Note: This item of ordinary business is for discussion only and is not a resolution.
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting
to ask questions about, or make comments in relation to, each of the aforementioned reports during
consideration of these items.
Resolutions
Remuneration Report
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes,
approval is given for the adoption of the Remuneration Report as contained in the Company’s
Annual Financial Report for the financial year ended 30 June 2020.”
Note: The vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Exclusion Statement:
In accordance with the Corporations Act, the Company will disregard any votes cast on
Resolution 1 by or on behalf of:
• a member of the Key Management Personnel whose remuneration details are included
in the Remuneration Report; or
• any Closely Related Parties of any Key Management Personnel,
(collectively referred to as Restricted Voters).
However, the Company need not disregard a vote if:
• it is cast by:
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 6i. a Restricted Voter (who may include the Chair), as a proxy for a Shareholder
entitled to vote, appointed in writing that specifies how the proxy is to vote on the
proposed resolution (i.e. a directed proxy); or
ii. the Chair, as a proxy for a Shareholder entitled to vote, appointed in writing, that
does not specify how the proxy is to vote on the proposed resolution (i.e.
undirected proxy) where that appointment as proxy expressly authorises the Chair
to exercise the proxy; and
• it is not cast on behalf of a Restricted Voter.
Re-election of Director
2. Resolution 2 – Re-election of Peter Gray as Director
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That Mr Peter Gray, a Director who retires by rotation in accordance with the Company’s
Constitution and ASX Listing Rule 14.4 and, being eligible, be re-elected as a Director of the
Company.”
Election of Director
3. Resolution 3 – Election of Pippa Downes as Director
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That Ms Pippa Downes, being eligible, be elected as a Director of the Company.”
Adoption of New Constitution
4. Resolution 4 – Adoption of New Constitution
To consider and, if thought fit, to pass with or without amendment, the following resolution as a
Special Resolution:
“That, for the purposes of section 136 of the Corporations Act and for all other purposes, the
constitution of the Company be repealed and replaced with a constitution in the form of the
document tabled at this Meeting and signed by the Chair for the purposes of identification,
effective immediately.”
Issue of Incentive Securities under Employee Incentive Plan
5. Resolution 5 – Approval of Issue of STIP Shares to Larry Diamond
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given
for the issue and allotment of 30,268 STIP Shares under the Employee Incentive Plan to Larry
Diamond (or his nominee), on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.”
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 76. Resolution 6 – Approval of Issue of STIP Shares to Peter Gray
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given
for the issue and allotment of 29,174 STIP Shares under the Employee Incentive Plan to Peter
Gray (or his nominee) on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.”
7. Resolution 7 – Approval to grant Performance Rights to Larry
Diamond
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.14, section 200B of the Corporations Act and for
all other purposes, approval is given for the Company to grant $249,150 worth of Performance
Rights under the Employee Incentive Plan to Larry Diamond (or his nominee) on the terms and
conditions set out in the Explanatory Statement which accompanies this Notice of Meeting.”
8. Resolution 8 – Approval to grant Performance Rights to Peter
Gray
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.14, section 200B of the Corporations Act and for
all other purposes, approval is given for the Company to grant $239,150 worth of Performance
Rights under the Employee Incentive Plan to Peter Gray,(or his nominee) on the terms and
conditions set out in the Explanatory Statement this Notice of Meeting.”
Voting Exclusion Statement:
In accordance with the Corporations Act, the Company will disregard any votes cast on
Resolutions 5, 6, 7 and 8 by or on behalf of a Restricted Voter.
However, the Company need not disregard a vote if:
• it is cast by:
i. a Restricted Voter (who may include the Chair), as a proxy for a Shareholder
entitled to vote, appointed in writing that specifies how the proxy is to vote on the
proposed resolution (i.e. a directed proxy); or
ii. the Chair, as a proxy for a Shareholder entitled to vote, appointed in writing, that
does not specify how the proxy is to vote on the proposed resolution (i.e. undirected
proxy) where that appointment as proxy expressly authorises the Chair to exercise
the proxy; and
it is not cast on behalf of a Restricted Voter.
In addition, the Company will disregard any votes cast in favour of Resolutions 5, 6, 7 and 8
by or on behalf of:
• a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to
participate in the Employee Incentive Plan;
• an Associate of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who
is eligible to participate in the Employee Incentive Plan; or
• a Restricted Voter, as a proxy.
However, this does not apply to a vote cast in favour of Resolutions 5, 6, 7 or 8 by:
• a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in
accordance with directions given to the proxy or attorney to vote on the Resolutions in
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 8that way; or
• the Chair as proxy or attorney for a person who is entitled to vote on the Resolutions, in
accordance with a direction given to the Chair to vote on the Resolutions as the Chair
decides, even if the Resolutions are connected directly or indirectly with the remuneration
of Key Management Personnel; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is
not excluded from voting, and is not an Associate of a person excluded from voting,
on the Resolutions; and
ii. the holder votes on the Resolutions in accordance with directions given by the
beneficiary to the holder to vote in that way.
BY ORDER OF THE BOARD
David Franks
Company Secretary
26 October 2020
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 9Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in connection
with the business to be conducted at the Annual General Meeting to be held at 10:00am (AEDT) on
Monday, 30 November 2020 as a virtual meeting.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be
material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of
Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant,
solicitor or other professional advisor.
Full details of the business to be considered at the Meeting are set out below.
Agenda
Ordinary business
Financial statements and reports
In accordance with the Constitution and the Corporations Act, the business of the Meeting will include
receipt and consideration of the Annual Financial Report of the Company for the financial year ended
30 June 2020, which includes the declaration of the Directors, the Director’s Report, the Remuneration
Report and the Auditor’s Report.
Shareholders may view the Company’s Annual Financial Report on the Company’s website at
http://zip.co/investors/reports/ and a copy has been sent to those Shareholders who elected to receive
it.
Following consideration of the Annual Financial Report, Shareholders will be given an opportunity to
ask questions and make comments on the management and performance of the Company.
The Chair will also give Shareholders a reasonable opportunity to ask the Company’s auditor questions
relevant to the:
▪ conduct of the audit;
▪ preparation and content of the Auditor’s Report;
▪ accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
▪ independence of the auditor in relation to the conduct of the audit.
Written questions for the auditor
If you would like to submit a written question to the auditor in relation to matters listed above, please
send your question to the Company Secretary. A list of qualifying questions will be made available at
the Meeting.
Please note that all written questions must be received by the Company Secretary by no later than
5:00pm (AEDT) on Monday, 23 November 2020.
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 10Resolutions Remuneration Report Resolution 1 – Adoption of Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to a vote at its Annual General Meeting. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at http://zip.co/investors/reports. The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to Key Management Personnel and sets out remuneration details, service agreements and the details of any share-based compensation. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at this Meeting when reviewing the Company’s remuneration policies. If 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a Spill Resolution that a Spill Meeting be held within 90 days at which all of the Directors other than the Managing Director must be offered up for election. Restricted Voters must not cast a vote on the Remuneration Report, unless as holders of directed proxies for Shareholders eligible to vote on Resolution 1. Directors’ recommendation Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report proposed by Resolution 1. The Chair intends to vote undirected provides in FAVOUR of Resolution 1. Re-election of Director Resolution 2 – Re-election of Peter Gray as Director Article 6.3(b) of the Company’s Constitution provides that a Director must retire from office no later than the longer of the third annual general meeting of the Company or 3 years following that Director’s last election or appointment. In addition, Article 6.3(c) of the Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors (rounded down to the nearest whole number) must retire from office. A Director who retires under Articles 6.3(b) or 6.3(c) is eligible for re- election. The Managing Director is exempt from this requirement. ASX Listing Rule 14.4 also provides that each Director (excluding the Managing Director) must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer. Mr Peter Gray was appointed a Director of the Company on 11 September 2015 and was last re-elected at the 2017 AGM. Mr Gray retires in accordance with Articles 6.3(b) and 6.3(c) of the Company’s Constitution, and being eligible, seeks re-election as a Director of the Company at this Meeting. Mr Gray co-founded the Company in 2013, with 26 years of experience in the retail finance industry. He has underwritten over 2 million customers and $1 billion in loan receivables globally. An operations and consumer credit expert, Mr Gray is also the responsible manager of the Company’s Australian credit licence. Directors’ recommendation The Directors (excluding Mr Gray) recommend that Shareholders vote for this Resolution. The Chair intends to vote undirected provides in FAVOUR of Resolution 2. Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 11
Election of Directors Resolution 3 – Election of Pippa Downes as Director Article 6.3(c) of the Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors (rounded down to the nearest whole number) must retire from office. In addition, Article 6.3(j) of the Company’s Constitution requires that a Director appointed in addition to the existing Directors must retire at the Company’s next annual general meeting, and is then eligible for re-election at that meeting. ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company. Ms Downes was appointed as an additional Director of the Company on 1 October 2020 and has since served as a Director of the Company. Ms Downes retires in accordance with Articles 6.3(c) and 6.3(j) of the Company’s Constitution, and being eligible, seeks re-election as a Director of the Company at this Meeting. Ms Downes is an experienced company director and is a non-executive director of Ingenia Communities Group (ASX:IGA), ALE Property (ASX:LEP), Australian Tech Innovators Pty Ltd and is a Commissioner of Sport Australia. She is a former director of ASX Clearing and Settlement Companies and Windlab Limited. Ms Downes has had a long career in investment banking with time at Goldman Sachs, Deutsche Bank, Morgan Stanley and UBS. She has a Masters of Applied Finance (Macquarie University) and a Bachelor of Science (Business Administration) degree (University of California Berkley). Mr Downes is Chair of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee. Directors’ recommendation The Directors (excluding Ms Downes) recommend that Shareholders vote for this Resolution. The Chair intends to vote undirected provides in FAVOUR of Resolution 3. Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 12
Adoption of New Constitution Resolution 4 – Adoption of New Constitution Resolution 4 seeks the approval of Shareholders to repeal the Company's existing constitution and adopt a new constitution in the form as signed by the Chair at the Meeting for identification purposes (New Constitution). The Company’s existing constitution was adopted on 21 September 2009. Since that time, there have been a number of developments in law, corporate governance principles and general corporate and commercial practice for ASX listed companies. The New Constitution reflects amendments to the Corporations Act and the Listing Rules since the existing constitution was adopted and incorporates both technological changes and the current practices of the Company. The New Constitution is available for review by Shareholders on the Company's website at https://zip.co/investors/about/corporate-governance and a copy will be emailed to any Shareholder who requests a copy. A copy of the New Constitution will also be available for inspection at the Meeting. The Directors believe that the proposed changes to the existing constitution are not material nor will they have any significant impact on Shareholders. However, as there have been a number of changes to the Corporations Act and Listing Rules since the adoption of the existing constitution, the directors consider that it is preferable in the circumstances to repeal the existing constitution and replace it with the New Constitution rather than to amend and insert specific updates. The New Constitution has been approved by the ASX and a brief overview of the rights and liabilities under the New Constitution, and references to the ASX Listing Rules and the Corporations Act, have been attached to this Notice in Annexure A below. The summary does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders under the New Constitution. Pursuant to section 136 of the Corporations Act, this Resolution 4 is a special resolution and requires approval of 75 per cent or more of all votes cast by or on behalf of Shareholders present at the annual general meeting and eligible to vote. If this Resolution 4 is approved by Shareholders, the New Constitution will take effect at the close of the Meeting. Directors’ Recommendation The Directors unanimously recommend Shareholders vote for this Resolution. The Chair intends to vote undirected provides in FAVOUR of Resolution 4. Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 13
Issue of Incentive Securities under Employee Incentive Plan
Resolutions 5 and 6: Issue of STIP Shares to Larry Diamond and
Peter Gray
Background
The Company’s Employee Incentive Plan (as amended) was approved by Shareholders of the Company
on 30 November 2018.
Under the Employee Incentive Plan, the Board may issue short term incentive plan shares (STIP
Shares) to employees. Each STIP Share ranks equally in all aspects with all existing fully paid ordinary
Shares previously issued by the Company.
A summary of the rules of the Employee Incentive Plan is included in Appendix B of this Notice of
Meeting.
The Company seeks Shareholder approval to issue STIP Shares to the following Directors:
Receiver Terms
Larry Diamond (Resolution 5) • Under the terms of Mr Diamond’s employment agreement, he
is eligible for an annual performance-based bonus of $207,500
based on the achievement of the Company’s financial
performance targets, and personal performance targets.
• As set out in the Company’s Annual Financial Report, 90.0% of
this bonus vested, which resulted in $186,750 being awarded
to Mr Diamond. This comprised achievement of 80% of the
Company’s target financial performance and 100% of Mr
Diamond’s personal performance target for the financial year
ending 30 June 2020.
• Accordingly, 90.0% of Mr Diamond’s bonus has been awarded.
Mr Diamond has elected to take this bonus in the form of
30,268 STIP Shares.
• These are issued at nil consideration but have a deemed issue
price of $6.17 per STIP Share under the terms of the Employee
Incentive Plan.
Peter Gray (Resolution 6) • Under the terms of Mr Gray’s employment agreement, he is
eligible for an annual performance-based bonus of $200,000
based on the achievement of the Company’s financial
performance targets, and personal performance targets.
• As set out in the Company’s Annual Financial Report, 90.0% of
this bonus vested, which resulted in $180,000 being awarded
to Mr Gray. This comprised achievement of 80% of the
Company’s target financial performance and 100% of Mr Gray’s
personal performance target for the financial year ended 30
June 2020.
• Accordingly, 90.0% of Mr Gray’s bonus has been awarded. Mr
Gray has elected to take this bonus in the form of 29,174 STIP
Shares.
• These are issued at nil consideration but have a deemed issue
price of $6.17 per STIP Share under the terms of the Employee
Incentive Plan.
ASX Listing Rule 10.14
ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to
acquire securities under an employee incentive scheme :
(a) a director of the Company;
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 14(b) an Associate of a director of the Company; or
(c) a person whose relationship with the Company or a person referred to above is such that, in
ASX’s opinion, the acquisition should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue of STIP shares to Mr Diamond and Mr Gray falls within ASX Listing Rule 10.14.1 and therefore
requires approval of the Shareholders for the purposes of ASX Listing Rule 10.14.1. To this end,
Resolutions 5 and 6 seek Shareholder approval to issue the STIP Shares under and for the purposes of
ASX Listing Rule 10.14.
If Resolutions 5 and 6 are passed, the Company will be able to proceed with the proposed issue of the
STIP Shares to Mr Diamond and/or Mr Gray. Approval will not be required under ASX Listing Rule 7.1,
and the grant of the STIP Shares to Mr Diamond and/or Mr Gray (as applicable) will not count towards
the Company’s existing placement capacity under ASX Listing Rule 7.1. Separate approval will also not
be required under ASX Listing Rule 10.11 (which provides a general restriction against issuing securities
to directors without shareholder approval).
If Resolutions 5 and 6 are not passed, the Company will not be able to proceed with the issue of the
STIP Shares. The Company will therefore be required to pay the equivalent value in cash consideration
to Mr Diamond and Mr Gray respectively.
Corporations Act – Related Party Approvals
Section 208 of the Corporations Act prohibits a public company from giving a financial benefit to a
related party of the public company unless either the giving of the financial benefit falls within one of
the exceptions to the provisions or shareholder approval is obtained prior to the giving of the financial
benefit. For the purposes of Section 208 of the Corporations Act, directors of a company and an entity
controlled by a director of the company are considered to be related parties and the issue of shares is
an example of the giving of a financial benefit.
Section 211 of the Corporations Act provides an exception to the requirement to obtain shareholder
approval for giving a financial benefit to a related party, where the financial benefit is remuneration to
a related party as an officer or employee of a public company (or other prescribed entity) and where
to give the remuneration would be reasonable given the circumstances of the public company (or entity
giving the remuneration) and the related party’s circumstances (including the responsibilities involved
in the office or employment).
The non-conflicted Directors of the Company (being Mr Philip Crutchfield, Mr John Batistich and Ms
Pippa Downes) carefully considered the issue of these STIP Shares to Mr Diamond and Mr Gray (or
their nominees), and formed the view that the giving of this financial benefit as part of their
remuneration would be reasonable, given the circumstances of the Company, the quantum and terms
of the STIP Shares, and the responsibilities held by both Mr Diamond and Mr Gray in the Company. The
non-conflicted Directors consider that the issue of STIP Shares is a more cost-effective way to
remunerate Mr Diamond and Mr Gray, as opposed to other forms of remuneration, such as additional
cash bonuses.
Accordingly, the non-conflicted Directors of the Company believe that the issue of these STIP Shares
to Mr Diamond and Mr Gray under Resolutions 5 and 6 fall within the “reasonable remuneration”
exception as set out in section 211 of the Corporations Act, and rely on this exception for the purposes
of these Resolutions.
Information Required by ASX Listing Rule 10.15
The following information is provided to Shareholders in relation to the issue of the STIP Shares under
Resolutions 5 and 6 for the purposes of ASX Listing Rule 10.15:
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 15Information required by
Details
ASX Listing Rule 10.15
Name of person being Mr Larry Diamond (Resolution Mr Peter Gray
issued the securities 5) (Resolution 6)
Category in ASX Listing Managing Director of the Executive Director and Chief
Rules 10.14.1, 10.14.2 or Company and Chief Executive Operations Officer of the
10.14.3 the person falls Officer. Company.
within
Securities to be issued 30,268 STIP Shares. 29,174 STIP Shares.
Current total remuneration For the Financial Year For the Financial Year
package ending 30 June 2021 ending 30 June 2021
• Annual salary of $520,000 • Annual salary of $500,000
inclusive of statutory inclusive of statutory
superannuation. superannuation.
• Eligible for a maximum • Eligible for a maximum
annual performance-based annual performance-
bonus of $249,150. based bonus of $239,150.
• Performance Rights to the • Performance Rights to the
value of $249,150. Please value of $239,150. Please
refer to Resolution 7 for refer to Resolution 8 for
further details. further details.
Number of securities • 610,000 Performance Rights • 610,000 Performance
previously issued under for nil cash consideration Rights for nil cash
Employee Incentive Plan issued in 2019. These were consideration issued in
approved by Shareholders 2019. These were
on 30 November 2018, with approved by Shareholders
full details provided in the on 30 November 2018,
Notice of Meeting released with full details provided
to the ASX on 30 October in the Notice of Meeting
2018; and released to the ASX on 30
October 2018; and
• 44,643 STIP Shares for nil
cash consideration issued in • 44,643 STIP Shares for nil
2019. These were approved cash consideration issued
by Shareholders on 29 in 2019. These were
November 2019. The STIP approved by Shareholders
Shares had a deemed issue on 29 November 2019.
price of $3.43 per STIP The STIP Shares had
Share which was calculated deemed issue price of
pursuant to the terms of the $3.43 per STIP Share
Employee Incentive Plan. which was calculated
pursuant to the terms of
the Employee Incentive
Plan.
Type of securities being Fully paid ordinary shares that Fully paid ordinary shares that
issued will rank equally in all aspects will rank equally in all aspects
with all existing ordinary shares with all existing ordinary
issued by the Company. shares issued by the
Company.
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 16Date by which securities As soon as practicable after As soon as practicable after
will be issued by the Shareholder approval is obtained Shareholder approval is
Company at the Meeting but in any event obtained at the Meeting but in
no later than 12 months from any event no later than 12
the date of this Meeting. months from the date of this
Meeting.
Price for the securities No cash amount is being paid by No cash amount is being paid
being issued under the Mr Diamond for these STIP by Mr Gray for these STIP
Employee Incentive Plan Shares. However, the STIP Shares. However, the STIP
Shares do have a deemed issue Shares do have a deemed
price of $6.17 per STIP Share issue price of $6.17 per STIP
which was calculated pursuant Share which was calculated
to the terms of the Employee pursuant to the terms of the
Incentive Plan. Employee Incentive Plan.
Summary of the material The material terms of the Employee Incentive Plan are set out in
terms of the Employee Annexure B of this Notice of Meeting
Incentive Plan
Summary of the material No loans are being provided to No loans are being provided
terms of any loan that will Mr Diamond in relation to the to Mr Gray in relation to the
be made available in allotment of the STIP Shares. allotment of the STIP Shares.
relation to the allotment of
the securities
Details of any securities issued under the Employee Incentive Plan will be published in the annual report
of the Company relating to the period in which securities are issued, along with a statement that
approval for the issue of securities was obtained under ASX Listing Rule 10.14.
Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in the
Employee Incentive Plan after Resolution 5 and 6 are approved (and who were not named in this Notice
of Meeting) will not participate in the Employee Incentive Plan until approval is obtained under ASX
Listing Rule 10.14.
A voting exclusion statement in relation to these resolutions is set out above.
Directors’ Recommendation
The Directors (with Mr Diamond and Mr Gray abstaining due to their interest in the outcome)
unanimously recommend Shareholders vote in FAVOUR of Resolutions 5 and 6.
The Chair intends to vote undirected provides in FAVOUR of Resolutions 5 and 6.
Resolutions 7 and 8: Grant of Performance Rights to Larry Diamond
and Peter Gray
Background
Further to the Company’s ASX announcement on or around 26 October 2020 and the Company agreeing
to grant Performance Rights to Mr Diamond and Mr Gray at around that time, Resolutions 7 and 8 now
seek Shareholder approval to grant to:
• Mr Larry Diamond, Chief Executive Officer and Managing Director of the Company, $249,150
worth of Performance Rights under the Employee Incentive Plan; and
• Mr Peter Gray, Chief Operation Officer and Executive Director, $239,150 worth of Performance
Rights under the Employee Incentive Plan.
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 17Reasons for grant of Performance Rights A benchmarking process of the remuneration packages of Mr Diamond and Mr Gray was conducted in October 2020 by Guerdon Associates, comparing their remuneration with senior executives of ASX- listed peers. The process concluded that the current remuneration packages for Mr Diamond and Mr Gray are significantly lower than the remuneration packages awarded to senior executives of peer companies. Based on the independent report prepared by Guerdon Associates, the Company’s Remuneration and Nomination Committee has concluded that the proposed grant of Performance Rights to each of Mr Diamond and Mr Gray is structured appropriately and reasonable to retain, align and compensate Mr Diamond and Mr Gray for successfully executing on the Company’s medium term strategy, and to maximise the prospect of Mr Diamond and Mr Gray contributing to the creation of significant future returns for Shareholders. ASX Listing Rule 10.14 A summary of ASX Listing Rule 10.14 is set out above. The grant of Performance Rights to Mr Diamond and Mr Gray falls within ASX Listing Rule 10.14.1 and therefore requires approval of the Shareholders for the purposes of ASX Listing Rule 10.14.1. To this end, Resolutions 7 and 8 seek Shareholder approval to grant Performance Rights under and for the purposes of ASX Listing Rule 10.14. If Resolutions 7 and 8 are passed, the Company will be able to proceed with the grant of the Performance Rights to Mr Diamond and/or Mr Gray. Approval will not be required under ASX Listing Rule 7.1, and the grant of the Performance Rights to Mr Diamond and/or Mr Gray (as applicable) will not count towards the Company’s existing placement capacity under ASX Listing Rule 7.1. Separate approval will also not be required under ASX Listing Rule 10.11 (which provides a general restriction against issuing securities to directors without shareholder approval). If Resolutions 7 and 8 are not passed, the Company will not be able to grant the Performance Rights. The Company will thereafter need to discuss and negotiate the remuneration packages of Mr Diamond and Mr Gray to reflect the intent of their employment agreements. Corporations Act – Related Party Approvals A summary of sections 208 and 211 of the Corporations Act is set out above. The non-conflicted Directors of the Company (being Mr Philip Crutchfield, Mr John Batistich and Ms Pippa Downes) carefully considered the grant of Performance Rights to Mr Diamond and Mr Gray (or their nominees), and formed the view that the giving of this financial benefit as part of their remuneration would be reasonable, given the circumstances of the Company, the quantum and terms of the Performance Rights, and the responsibilities held by both Mr Diamond and Mr Gray in the Company. The non-conflicted Directors consider that the grant of the Performance Rights is a more cost-effective way to remunerate Mr Diamond and Mr Gray, as opposed to other forms of remuneration, such as additional cash bonuses. Accordingly, the non-conflicted Directors of the Company believe that the grant of the Performance Rights to Mr Diamond and Mr Gray under Resolutions 7 and 8 fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and rely on this exception for the purposes of these Resolutions. Corporations Act – Acceleration of vesting Part 2D.2, Division 2 of the Corporations Act provides that a listed company must not permit a person in a managerial or executive office (including a Director) to receive a benefit in connection with their retirement or removal from office or employment (Termination Benefit), except with respect to certain statutory exceptions, over the applicable ‘base salary amount’ without Shareholder approval. The ‘base salary amount’ is calculated as 12 months of the applicable person’s base salary plus any short-term benefits not dependent on performance conditions paid during the relevant period. This section of the Corporations Act, and in particular the meaning of a Termination Benefit, is subject to a broad interpretation. Under the Employee Incentive Plan, where a participant in that plan ceases to be an employee or director of a Group Company all unvested Performance Rights held by that participant will lapse. Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 18
However, in such circumstances, the Board has the discretion to otherwise determine how Performance
Rights are to be treated. For example, where the reason for that participant ceasing employment is
because of death, total and permanent disability, retirement or redundancy (as determined by the
Board) or any other reason with the approval of the Board, the Board may determine that the
Performance Rights held by that participant do not lapse.
The Board has formed the view that should the Performance Rights in respect either of Mr Diamond
and Mr Gray not automatically lapse on cessation of employment, the value of the Performance Rights
provided to each of those persons may be considered a Termination Benefit.
Accordingly, Shareholder approval is being sought for any such benefit which Mr Diamond and Mr Gray
may receive under the Employee Incentive Plan, following the Board exercising its discretion. If
Shareholders approve Resolutions 7 and 8, the maximum number of Performance Rights that may vest
upon the retirement or removal from office of Mr Diamond or Mr Gray under the Employee Incentive
Plan will be the number of Performance Rights granted to them under Resolutions 7 and 8 as detailed
above.
However, the actual number of Performance Rights that may vest upon retirement or removal from
office (if any) will depend on a range of factors. Accordingly, the precise value of the affected
Performance Rights cannot presently be ascertained at this time. Matters, events and circumstances
that will, or are likely to, affect the calculation of that value include the following:
• the number of unvested Performance Rights held by Mr Diamond or Mr Gray (as applicable)
prior to the cessation of engagement/employment;
• the extent to which the relevant Vesting Conditions attaching to the Performance Rights before
they vest and are exercisable are met at the time;
• the period that has elapsed at that time since the effective grant of the Performance Rights;
• the reasons for cessation of engagement/employment;
• the number of Performance Rights that vest; and
• the Company’s share price at the date of vesting.
The Company will calculate the value of the Performance Rights on the basis of the prevailing share
price of the Company at the time.
Information Required by ASX Listing Rule 10.15
The following information is provided to Shareholders in relation to the grant of Performance Rights
under Resolutions 7 and 8 for the purposes of ASX Listing Rule 10.15:
Information required by
Details
ASX Listing Rule 10.15
Name of person being Mr Larry Diamond Mr Peter Gray
issued the securities (Resolution 7) (Resolution 8)
Category in ASX Listing Managing Director of the Executive Director and Chief
Rules 10.14.1, 10.14.2 or Company and Chief Executive Operations Officer of the
10.14.3 the person falls Officer. Company.
within
Securities to be issued Being $249,150 divided by the Being $239,150 divided by the
Conversion Price (to be Conversion Price (to be
confirmed following the confirmed following the
announcement of the announcement of the
Company’s FY21 half year Company’s FY21 half year
results). results).
Each Performance Right Each Performance Right
represents an entitlement, represents an entitlement, upon
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 19upon vesting and exercise, to vesting and exercise, to a
a Share. Share.
Summary of material terms
of the securities • Maximum number of rights to be granted: The number
of Performance Rights to be granted to Mr Diamond and Mr
Gray will be calculated by dividing their incentive amount,
being $249,150 for Mr Diamond and $239,150 for Mr Gray,
by the 10-day VWAP of the Shares up to and including the
date of announcement of the Company’s half year results as
at 31 December 2020 (Conversion Price).
• Exercise Price: The Performance Rights will each have a nil
exercise price.
• Vesting Condition: Under the Employee Incentive Plan,
Performance Rights granted can vest subject to the
achievement (or waiver) of specific vesting conditions. The
vesting condition set by the Board for the Performance Rights
is a time-based vesting condition that provides the
Performance Rights will vest in 3 separate and equal tranches
annually after the date of the grant, and will automatically
lapse if they are not exercised within 6 years after the date of
the grant, subject to Mr Diamond and Mr Gray (as applicable)
having not resigned as employees of the Company before
each vesting date (or the vesting condition is otherwise
waived by the Board).
• Cash settlement of Performance Rights: The Board
retains an overriding discretion to determine that the exercise
of any Performance Rights will be satisfied by the Company
making a cash payment in lieu of an issue of new Shares.
The proposed grant of Performance Rights is seen by the Board
Explanation of why the
as a means of ensuring that Mr Diamond and Mr Gray’s
type of securities have
remuneration packages align with those received by senior
been issued
executives in peer ASX listed companies and reducing the cash
payments that would otherwise be payable to Mr Diamond and
Mr Gray during the relevant period, as part of the Company’s
initiatives to reduce cash outflows.
The Performance Rights will be accounted for using the principles
set out in Australian Accounting Standards Board AASB2 Share
Based Payments. The calculated value of the Performance Rights
at the time of grant will be amortised over the relevant vesting
periods. The estimated value of each Performance Right pursuant
is $249,150 for Mr Diamond’s proposed Performance Rights and
$239,150 for Mr Gray’s proposed Performance Rights.
The Board has determined this valuation on the basis of an
independent indicative valuation obtained from Stantons
International Securities (SIS), using the Black Scholes option
valuation methodology as the Performance Rights are considered
analogous to zero exercise price options. The effect of this is that
the undiscounted (for service conditions) fair value of a
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 20Performance Right, as a zero exercise option, is equivalent to the
underlying share price on their grant date.
Other assumptions used in deriving the valuation are:
• closing share price as at 19 October 2020 of $7.17, being the
latest available closing price as at the date of the SIS
valuation;
• zero exercise price;
• continuously compounded risk free rate of 0.2654%, based
on the five-year Australian Government bond rate as at 16
October 2020 of 0.265% as a proxy;
• assumption that no dividends are expected to be announced
or paid by the Company during the term of the Performance
Rights; and
• assumed volatility factor for the Company’s shares of
89.47%, based on the historical six-year period to 19 October
2020.
As required under AASB2 Share Based Payments, the final
valuation would be required at the actual grant date of the
Performance Rights.
Current total remuneration Refer to disclosures provided Refer to disclosures provided in
package in connection with Resolutions connection with Resolutions 5
5 and 6 above. and 6 above.
Number of securities Refer to disclosures provided Refer to disclosures provided in
previously issued under in connection with Resolutions connection with Resolutions 5
Employee Incentive Plan 5 and 6 above. and 6 above.
If Resolutions 7 and 8 are approved, the Company intends to issue
Date or dates by which
the Performance Rights to Mr Diamond and Mr Gray within one (1)
securities will be issued by
month of the Company announcing its half year results and in any
the Company
event no later than 12 months from the date of this Meeting.
Price for the securities The Performance Rights will be granted for no consideration.
being issued under the Following exercise of the Performance Rights, the Company must
Employee Incentive Plan issue one Share for every Performance Right, unless settled in cash
at the Board’s overriding discretion in accordance with their terms.
The Shares will be issued for no consideration. No funds will be
raised by the grant of the Performance Rights.
Summary of the material The material terms of the Employee Incentive Plan are set out in
terms of the Employee Annexure B of this Notice of Meeting
Incentive Plan
Summary of the material No loans are being provided to No loans are being provided to
terms of any loan that will Mr Diamond in relation to the Mr Gray in relation to the grant
be made available in grant of the Performance of the Performance Rights.
relation to the allotment of Rights.
the securities
Details of any securities issued under the Employee Incentive Plan will be published in the annual report
of the Company relating to the period in which securities are issued, along with a statement that
approval for the issue of securities was obtained under ASX Listing Rule 10.14.
Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in the
Employee Incentive Plan after Resolution 5 and 6 are approved (and who were not named in this Notice
Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 21of Meeting) will not participate in the Employee Incentive Plan until approval is obtained under ASX Listing Rule 10.14. A voting exclusion statement in relation to these resolutions is set out above. Directors’ Recommendation The Directors (with Mr Diamond and Mr Gray abstaining due to their interest in the outcome) unanimously recommend Shareholders vote in FAVOUR of Resolutions 7 and 8. The Chair intends to vote undirected provides in FAVOUR of Resolutions 7 and 8. Enquiries Shareholders are asked to contact the Company Secretary via email at david.franks@automicgroup.com.au, if they have any queries in respect of the matters set out in these documents. Zip Co Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 22
Glossary
AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.
Annual Financial Report means the 2020 Annual Report to Shareholders for the period ended 30
June 2020 as lodged by the Company with ASX on 30 September 2020.
Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company
and, unless otherwise indicated, means the meeting of the Company’s members convened by this
Notice of Meeting.
Associate has the meaning given to it by the ASX Listing Rules.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context
requires, of 20 Bridge Street, Sydney, NSW 2000.
ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other
rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as
amended or replaced from time to time, except to the extent of any express written waiver by the ASX.
Auditor’s Report means the auditor’s report of Deloitte Touche Tohmatsu dated 30 September 2020
as included in the Annual Financial Report.
Board means the current board of Directors of the Company.
Business Day means a day on which trading takes place on the stock market of ASX.
Chair means the person chairing the Meeting.
Closely Related Party of a member of Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member,
or be influenced by the member, in the member’s dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).
Company means Zip Co Limited ACN 139 546 428.
Constitution means the Company’s constitution.
Conversion Price means the 10-day VWAP of the Shares following the announcement of the
Company’s half year results as at 31 December 2020.
Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.
Director means a current director of the Company.
Directors’ Report means the report of Directors as included in the Annual Financial Report.
Dollar or “$” means Australian dollars.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
Employee Incentive Plan means the employee incentive scheme entitled “Employee Incentive Plan”
for which Shareholder approval was obtained at the 2018 AGM held on 30 November 2018.
Incentive Securities means the Securities that may be granted by the Company pursuant to the
terms of the Employee Incentive Plan.
Key Management Personnel has the same meaning as in the accounting standards issued by the
Australian Accounting Standards Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the Company.
Notice of Meeting means this notice of annual general meeting dated 26 October 2020 including the
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