Notice of Annual General Meeting
Released
Released
Announcement PDF
6 July 2023
ASX RELEASE
Notice of Annual General Meeting and Proxy Form
Plenti Group Limited (ASX:PLT) provides the attached Notice of Annual General Meeting
and Proxy Form.
Authorised for release by the Board of Plenti Group Limited.
For more information please contact:
Daniel Foggo
Chief Executive Officer
shareholders@plenti.com.au
About Plenti
Plenti is a fintech lender. We provide faster, fairer loans by leveraging our smart technology.
We offer award-winning automotive, renewable energy and personal loans, delivered by our proprietary
technology, to help creditworthy borrowers bring their big ideas to life.
Since our establishment in 2014, our loan originations have grown consistently, supported by diversified loan
products, distribution channels and funding, and underpinned by our exceptional credit performance and
continual innovation.
For more information visit plenti.com.au/shareholders.
Plenti Group Limited ABN 11 643 435 492
Plenti Group Limited
Notice of 2023 Annual General Meeting
Explanatory Statement | Proxy Form
2
Plenti Group Limited Annual General Meeting
Contents
Letter from the Chairman
3
Notice of Annual General Meeting – Items of business
4
Notice of Annual General Meeting – Explanatory Statement
5
Important Information
14
Glossary
17
Proxy Form
Attached
8 August 2023 | 3:00pm AEST
This AGM will be held as a virtual meeting at https://us02web.zoom.us/webinar/register/WN_OtCNuBm8S_
eqepBr1I1Eow
Registration will commence at 2:30pm (AEST).
Further instructions for attending the meeting online are provided within this Notice and in the Registration and
Voting Guide available at https://www.automicgroup.com.au/wp-content/uploads/2021/01/Virtual-MeetingRegistration-and-Voting-Shareholder-Guide-V2.pdf.
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.
Notice of Meeting and Explanatory Statement
Letter from the Chairman
Dear Shareholders
On behalf of the Board of Plenti Group Limited (Plenti), I am pleased to invite you
to join the Annual General Meeting (AGM), which will be held on Tuesday, 8 August
2023 at 3:00pm (AEST).
Plenti is holding its AGM in a virtual format, only accessible online.
Shareholders and proxy holders participating in the meeting will be able to submit
questions and vote in real time. I encourage the lodgement of proxy votes ahead of
the meeting and shareholders are also able to submit their questions in advance via
the company website. Further details regarding participation in the AGM are set out
on page 14 of this document.
The notice of meeting sets out the business that will be proposed at the AGM, with
6 key items in addition to the consideration of the financial statements and reports,
and the adoption of the remuneration report.
The items of business to be proposed at the meeting are the re-election of Mary
Ploughman and Peter Behrens as directors; the approval of a grant of performance
rights to Daniel Foggo the CEO and managing director; the approval of an increase
to Plenti’s ASX Listing Rule placement capacity; and the renewal of the proportional
takeover provisions in Plenti’s Constitution.
The Board, excluding the interested directors, recommends that members vote in
favour of the proposed resolutions.
The results of the AGM will be available at www.plenti.com.au and on the ASX after the
meeting has concluded.
On behalf of the Board, I look forward to welcoming you to Plenti’s 2023 AGM.
Mary Ploughman
Chairman
3
4
Plenti Group Limited Annual General Meeting
Notice of Annual General Meeting
Notice is given that the 2023 Annual General Meeting of Plenti
Group Limited (ACN 643 435 492) (the Company) will be held at
3:00pm (AEST) on Tuesday, 8 August 2023 as a virtual meeting
(Meeting or AGM).
Item 6 – Approval of Issue of LTI Share
Rights to Mr Daniel Foggo, Director/CEO
of the Company
The Explanatory Statement to this Notice of Meeting provides
additional information on each item of business to be considered
at the Meeting. The Explanatory Statement and the Proxy Form
form part of this Notice of Meeting.
To consider and, if thought fit, to pass the following Resolution as
an Ordinary Resolution:
Terms and abbreviations used in this Notice of Meeting and the
Explanatory Statement are defined in the Glossary.
Items of business
Item 1 – Financial statements and reports
To receive and to consider the Annual Financial Report of the
Company for the financial year ended 31 March 2023 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 is for discussion only.
Item 2 – Adoption of Remuneration Report
“That the issue and allotment of 1,201,240 LTI Share Rights to Mr
Daniel Foggo, Director/CEO of the Company, under the Company’s
Long Term Incentive Plan as described in the Explanatory
Statement be approved for the purposes of ASX Listing Rule 10.14
and for all other purposes.”
Item 7 – ASX Listing Rule 7.1A Approval of
Future Issue of Securities
To consider and, if thought fit, to pass the following Resolution as a
Special Resolution:
“That, for the purposes of ASX Listing Rule 7.1A and for all other
purposes, the issue of equity securities up to 10% of the issued
capital of the Company (at the time of issue) calculated in
accordance with the formula prescribed in ASX Listing Rule
7.1A.2 and otherwise on the terms and conditions set out in the
Explanatory Statement be approved.”
To consider and, if thought fit, to pass the following Resolution as
an Ordinary Resolution:
Item 8 – Renewal of Proportional Takeover
Provisions in the Constitution
“That the Remuneration Report for the financial year ended 31
March 2023 be adopted.”
To consider and, if thought fit, to pass the following Resolution as a
Special Resolution:
Note: The vote on this Resolution is advisory only and does not bind
the Directors or the Company.
“That the proportional takeover provisions in Clause 14 of the
Constitution be renewed for a period of three years with effect
from the date of the Annual General Meeting.”
Item 3 – Re-election of Mary Ploughman as
a Director
BY ORDER OF THE BOARD
To consider and, if thought fit, to pass the following Resolution as
an Ordinary Resolution:
“To re-elect Mary Ploughman as a Director of the Company.”
Item 4 – Re-election of Peter Behrens as a
Director
To consider and, if thought fit, to pass the following Resolution as
an Ordinary Resolution:
“To re-elect Peter Behrens as a Director of the Company.”
Item 5 – Approval of Issue of STI Share
Rights to Mr Daniel Foggo, Director/CEO
of the Company
To consider and, if thought fit, to pass the following Resolution as
an Ordinary Resolution:
“That the issue and allotment of 367,871 STI Share Rights to Mr
Daniel Foggo, Director/CEO of the Company, under the Company’s
Short Term Incentive Plan as described in the Explanatory
Statement be approved for the purposes of ASX Listing Rule 10.14
and for all other purposes.”
Georgina Koch
Company Secretary
Level 5, 14 Martin Place
Sydney NSW 2000, Australia
7 July 2023
Notice of Meeting and Explanatory Statement
5
Explanatory Statement
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.
The vote on this Resolution is advisory only and does not bind
the Directors or the Company. However, the Directors will take
the outcome of the vote into account when considering future
remuneration policies.
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.
Shareholders will be given a reasonable opportunity to ask
questions about or make comments both prior to and during the
Meeting on the Remuneration Report.
Item 1 – 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 31 March 2023 together with the declaration of the
Directors, the Director’s Report, the Remuneration Report and
the Auditor’s Report (together, the Reports).
Shareholders may view the Reports on the Company’s website
at https://www.plenti.com.au/. To request a hard copy of the
Reports, contact the Share Registry by sending an email to
hello@automic.com.au.
No resolution is required for this item, but Shareholders will be
given a reasonable opportunity to ask questions and to make
comments on the Reports, as well as the management and
performance of the Company.
The Company’s auditor will also be present at the Meeting and
Shareholders will be given a reasonable opportunity to ask
questions of the Company’s auditor in relation to the:
Voting exclusion
In accordance with the Corporations Act, the Company will
disregard any votes cast on this item:
(a) by or on behalf of a member of the Company’s KMP, whose
remuneration details are included in the Remuneration Report
(or their Closely Related Parties) in any capacity; and
(b) as proxy by a person who is a member of the Company’s KMP
(or their Closely Related Parties) at the date of the Meeting,
unless the vote is cast as proxy for a person entitled to vote:
(c) in accordance with the directions given to the proxy by that
person on the Proxy Form; or
(d) by the Chairman as the Chairman has received express
authority to vote undirected proxies as the Chairman sees
fit, despite the fact that this item is connected with the
remuneration of the Company’s KMP.
If you appoint the Chairman of the Meeting as your proxy, and
you do not direct your proxy how to vote on this item on the Proxy
Form, you will be expressly authorising the Chairman to exercise
your proxy on this item even though this item is connected directly
or indirectly with the remuneration of a member of the KMP, which
includes the Chairman.
�
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
Directors’ recommendation
independence of the auditor in relation to the conduct of the
audit.
The Directors unanimously recommend that Shareholders vote in
favour of adopting the Remuneration Report.
The Company recommends that Shareholders submit
questions for the Company’s auditor in advance of the Meeting. If
Shareholders wish to submit questions for the Company’s auditor
prior to the Meeting, questions should be submitted by 5:00pm
(AEST) on Tuesday 1 August 2023. See “Important information”
for further details on how to submit questions prior to the Meeting.
Shareholders can raise questions for the Company’s auditor on
the day of the Meeting.
The Chairman intends to vote all available proxies in favour of this
item.
�
Item 2 – Adoption of Remuneration Report
In accordance with the Corporations Act, the Company is seeking
the adoption of the Remuneration Report by Shareholders at the
Meeting.
Item 3 – Re-election of Mary Ploughman as
a Director
Mary Ploughman was appointed by the Board as a non-executive
independent Director of the Company in July 2020. At the
Meeting she will cease to hold office in accordance with article 21.1
of the Constitution and, being eligible, offers herself for re-election
as a Director of the Company.
Mary is a member of the Audit & Risk Committee, and a member of
the People & Culture Committee.
The Remuneration Report is set out in the Company’s Annual
Financial Report, which is available on the Company’s website
at https://www.plenti.com.au/. To request a hard copy of the
Remuneration Report, contact the Share Registry by sending an
email to hello@automic.com.au.
Mary has 30 years’ leadership, financial services (including the
non-bank sector), capital markets, securitisation, mergers &
acquisition, governance and risk management experience on a
range of financial institutions, infrastructure and not for profit
boards.
The Remuneration Report summarises the Company’s approach
to remuneration and the remuneration arrangements for
Directors and key management personnel (KMP), including the
terms of the incentive arrangements in place for KMP.
Mary holds a Bachelor of Economics and is a Graduate of
Australian Institute of Company Directors. Mary is a director
of Propsa Group Limited, Qualitas Limited and is Chairman of
Pitcher Partners Sydney.
6
Plenti Group Limited Annual General Meeting
The Board considers Mary’s skills and extensive experience
will continue to complement and enhance the Board’s decision
making.
An assessment was undertaken of Mary’s independence as
against the requirements set out in the Board Charter and
the independence criteria in the ASX Corporate Governance
Principles and Recommendations. The Board is satisfied that
Mary is an independent Director.
Directors’ recommendation
The Directors (other than Mary Ploughman) unanimously
recommend that Shareholders vote in favour of this item.
The Chairman intends to vote all available proxies in favour of this
item.
Item 4 – Re-election of Peter Behrens as a
Director
Peter Behrens was appointed as a non-executive independent
Director of the Company on 12 August 2020. At the Meeting
he will cease to hold office in accordance with article 21.1 of the
Constitution and, being eligible, offers himself for re-election as a
Director of the Company.
Peter Behrens is a member of the Audit & Risk Committee.
Peter has 20 years’ experience in law, financial services and
growth companies with Ashurst, Royal Bank of Scotland plc,
Laxfield Capital, RMML and Metro Bank plc.
Peter holds a Master of Arts with Honours.
The Board considers Peter’s skills and extensive experience
will continue to complement and enhance the Board’s decision
making.
An assessment was undertaken of Peter’s independence as
against the requirements set out in the Board Charter and
the independence criteria in the ASX Corporate Governance
Principles and Recommendations. The Board is satisfied that
Peter is an independent Director.
Directors’ recommendation
The Directors (other than Peter Behrens) unanimously
recommend that Shareholders vote in favour of this item.
The Chairman intends to vote all available proxies in favour of this
item.
Items 5 and 6 – Approval of Issue of
Incentive Securities to Mr Daniel Foggo,
Director/CEO of the Company
Background
Daniel Foggo is a director and CEO of the Company and as such,
ASX Listing Rule 10.14.1 applies.
Shareholder approval is sought to grant to the Director/CEO,
Daniel Foggo:
(a) 367,871 STI Share Rights under the terms of the Company’s
Short Term Incentive Plan (STIP) for FY23; and
(b) 1,201,240 LTI Share Rights under the terms of the Company’s
Long Term Incentive Plan (LTIP) for FY24.
The provision of equity rights ensures direct alignment with
Shareholders and encourages executives to execute a business
strategy that builds the value of the business over the longer term.
It also aligns the Company’s remuneration structure with that of
its market competitors in order to attract, motivate, retain and
reward key executives.
If Shareholders approve:
(a) item 5, 367,871 STI Share Rights will be granted to Daniel Foggo;
and
(b) item 6, 1,201,240 LTI Share Rights will be granted to Daniel
Foggo,
in each case, shortly after the AGM and in any event within 6
months of the date of the AGM.
Key terms of STI Share Rights
An overview of the key terms of the proposed grant of STI Share
Rights to Daniel Foggo under the STIP is set out below.
Number of STI Share Rights
Subject to Shareholder approval, Daniel Foggo will be granted
367,871 Share Rights under the STIP for the period between April
2022 and March 2023 (Daniel Foggo was granted 193,670 Share
Rights under the STIP for the period between April 2021 and
March 2022 previously).
Daniel Foggo’s STI opportunity is set as a percentage of his
base salary, 50% at target and 70% at maximum. His award
was determined by measuring performance against Company
level and individual level targets set at the start of the FY23
performance period. Performance targets at the Company
level for FY23 related to the achievement of loan origination
growth and cash NPAT targets. Further information on these
performance targets is set out in the Company’s Remuneration
Report. Based on performance against those targets during the
FY23 performance period, the Board has determined Daniel
Foggo’s FY23 STI award to be $193,500 being 61% of his maximum
STI opportunity.
75% of the Director/CEO’s STI award ($145,125) is proposed to be
awarded via STI Share Rights. The number of STI Share Rights to
be granted has been calculated by dividing $145,125 by the VWAP
of the Shares over the 20 Trading Days up to and including 23 May
2023 (which was $0.3945), being the day prior to the release of the
Company’s financial results for FY23.
No price is payable for the grant or conversion of the STI Share
Rights.
STI Share Rights
Daniel Foggo will not be eligible to receive any dividends on STI
Share Rights until the rights vest, are exercised, and the Shares
are allocated. STI Share Rights carry no right to any dividend
equivalent amount on vesting. STI Share Rights also do not carry
any voting rights.
STI Share Rights are not transferable (except in limited
circumstances or with the consent of the Board).
Notice of Meeting and Explanatory Statement
Entitlement and Vesting
Each STI Share Right will give Daniel Foggo a right to receive one
Share (or a cash amount equivalent to the value of a share at the
Board’s discretion). The STI Share Rights will be granted in two
equal tranches:
(a) Tranche 1: The Share Rights in this tranche will be eligible
to vest in July 2023 following the release of the Plenti 1Q24
trading update (the first Vesting Period); and
(b) Tranche 2: The Share Rights in this tranche will be eligible to
vest in January 2024 following the release of the Plenti 3Q24
trading update (the second Vesting Period).
There are no further performance conditions that attach to
the vesting of the STI Share Rights (other than in respect of the
continued employment of the CEO, as set out further below).
Key terms of LTI Share Rights
An overview of the key terms of the proposed grant of LTI Share
Rights to Daniel Foggo under the LTIP is set out below.
Number of LTI Share Rights
Subject to Shareholder approval, Daniel Foggo will be granted
1,201,240 LTI Share Rights under the LTIP (Daniel Foggo was
issued 632,733 LTI Share Rights in respect of the prior financial
year as set out in the Company’s Annual Financial Report).
The number of LTI Share Rights to be granted has been calculated
by dividing $465,000 (being the CEO’s LTI financial opportunity for
FY24) by the VWAP of Shares over the 20 Trading Days up to and
including 22 June 2023 (which was $0.38710 ). The vesting of LTI
Share Rights is subject to the vesting conditions set out below.
No price is payable for the grant or conversion of the LTI Share
Rights.
LTI Share Rights
Daniel Foggo will not be eligible to receive any dividends on LTI
Share Rights until the rights vest and the Shares are allocated. LTI
Share Rights carry no right to any dividend equivalent amount on
vesting. LTI Share Rights also do not carry any voting rights.
LTI Share Rights are not transferable (except in limited
circumstances or with the consent of the Board).
Entitlement and Vesting
Each LTI Share Right will give Daniel Foggo a right to receive
one Share (or a cash amount equivalent to the value of a share
at the discretion of the Board), subject to the satisfaction of a
compliance gateway condition, applicable performance and
service conditions over the performance period, and the Board’s
discretion. The LTI Share Rights will be granted in two equal
tranches:
(a) Tranche 1: The performance period for LTI Share Rights in this
tranche runs from 1 April 2023 to 31 March 2025 (the first
Performance Period); and
(b) Tranche 2: The performance period for LTI Share Rights in this
tranche runs from 1 April 2023 to 31 March 2026 (the second
Performance Period).
The vested Shares are not transferable (except in limited
circumstances or with the consent of the Board).
7
(A) Compliance gateway condition
The “gateway” condition qualifies the vesting of the LTI Share
Rights by requiring that the Board be satisfied that there has been
no material compliance breach during the relevant Performance
Period that results in a material financial loss to the Plenti group
(i.e. over $5 million), or significant damage to the reputation of the
Plenti group. The Board will determine the satisfaction of this
condition in its absolute discretion.
(B) Other vesting conditions
The vesting of the LTI Share Rights is also subject to the
satisfaction of the Performance Hurdles (set out below).
8
Plenti Group Limited Annual General Meeting
Performance Hurdle
% of LTI Share Rights
Vesting Scale
Net interest income - compound annual growth rate
(CAGR)
This applies to 35% of the
LTI Share Rights in each
Tranche.
CAGR
LTI Share Rights subject to
this hurdle that vest (%)
<25%
0%
>25% but
<32%
Pro-rata vesting between
threshold and target
>32%
100%
This hurdle is tested by measuring the net interest
income compound annual growth rate (CAGR)
achieved by the Company over the relevant
Performance Period, by comparing the Company’s net
interest income (net income less funding costs) for the
final financial year of the relevant Performance Period
to its net interest income for the financial year ended 31
March 2023 (base year).
Cost-to-net interest income ratio
The cost-to-net interest income hurdle is tested by
determining the change in the cost-to-net interest
income ratio of the Company’s operations over the
relevant Performance Period, by comparing the
Company’s cost-to-net interest income for the final
financial year of the relevant Performance Period to
base year cost-to-net interest income ratio.
This applies to 35% of the
LTI Share Rights in each
Tranche.
Performance hurdle achieved if there is a
material reduction in the cost-to-net interest
income ratio from 79% in FY23 to:
(a) (for Tranche 1) in FY25:
Cost-to-net
income ratio
LTI Share Rights subject to
this hurdle that vest (%)
>65%
0%
<65% but
>55%
Pro-rata vesting between
threshold and target
≤55%
100%
(b) (for Tranche 2) in FY26:
Strategic hurdles
The strategic hurdles are tested at the end of the
relevant Performance Period.
This applies to 30% of the
LTI Share Rights in each
Tranche.
Any LTI Share Rights that do not vest following testing will lapse.
Additional key terms for STI Share Rights and LTI Share
Rights
Cessation of employment
If Daniel Foggo’s employment with the Company is terminated for
cause (including for gross misconduct), all unvested STI and LTI
Share Rights will lapse.
In respect of the LTI Share Rights specifically, if Daniel Foggo
ceases employment with the Company for any other reason
(including and not limited to death, disability, redundancy,
retirement and mutual agreement), all unvested LTI Share Rights
will lapse.
Cost-to-net
income ratio
LTI Share Rights subject to
this hurdle that vest (%)
>60%
0%
<65% but
>50%
Pro-rata vesting between
threshold and target
≤50%
100%
Performance hurdle achieved if the Board
determines that the relevant strategic hurdles,
relating to the achievement of technology
objectives and key result targets and cash
NPAT profitability growth, have been met.
However, the Board has discretion to determine that, in certain
circumstances including in the event of the CEO’s resignation,
that some or all of the unvested LTI Share Rights will be retained or
forfeited.
If the STI Share Rights or LTI Share Rights have vested but Daniel
Foggo ceases employment with the Company before exercising
these rights:
(a) as a result of termination for cause (including gross
misconduct), all vested STI Share Rights and LTI Share Rights
will lapse; and
(b) for any other reason (including death, disability, redundancy,
retirement and mutual agreement), Daniel Foggo will be
required to exercise all vested STI Share Rights and LTI Share
Rights within 90 days of ceasing employment.
Notice of Meeting and Explanatory Statement
9
Clawback
Other information required under ASX Listing Rules
Where the Board considers that Daniel Foggo received
inappropriate or unfair benefits in connection with the STI Share
Rights or LTI Share Rights, including due to fraud, dishonesty,
gross misconduct, breach of obligations or actions that bring the
Company into disrepute, the Board may, in its absolute discretion,
determine an appropriate treatment for the STI Share Rights or
LTI Share Rights and/or shares allocated on vesting of the STI
Share Rights or LTI Share Rights (including in some cases variation
to, or clawback of, the STI Share Rights or LTI Share Rights or the
value of the shares granted on exercise of the Share Rights).
There is no loan scheme in relation to the grant of STI Share Rights
under the STIP or LTI Share Rights under the LTIP.
Change of control or divestment of business
In the event of a change of control or the divestment of a business/
asset of the Company, the Board may exercise discretion to
determine an appropriate treatment for the STI Share Rights or
LTI Share Rights and/or shares allocated on exercise of the STI
Share Rights or LTI Share Rights, subject to compliance with law
and the ASX Listing Rules.
Reorganisation of capital
In certain circumstances involving a reorganisation of share
capital of the Company, the Board may adjust the number of
Shares allocated on exercise of the STI Share Rights or LTI Share
Rights to ensure no material advantage or disadvantage to Daniel
Foggo, subject to the ASX Listing Rules.
Daniel Foggo is currently the only Director who is eligible to
receive grants of STI Share Rights under the STIP and LTI Share
Rights under the LTIP.
Details of any securities issued to Daniel Foggo under the STIP and
LTIP will be published in the Company’s annual report along with
a statement that approval for the issue was obtained under ASX
Listing Rule 10.14. No additional persons covered by ASX Listing
Rule 10.14 will participate in the STIP and LTIP without Shareholder
approval being first obtained.
Approval sought
The Company is proposing to issue to Daniel Foggo 367,871 STI
Share Rights under the STIP and 1,201,240 LTI Share Rights under
the LTIP. ASX Listing Rule 10.14 provides that listed entities must
not permit a director or their Associates to acquire securities in
the entity under an employee incentive scheme unless it obtains
the approval of its shareholders.
CEO remuneration package
Items 5 and 6 seek the required Shareholder approval to issue
367,871 STI Share Rights and 1,201,240 LTI Share Rights to Daniel
Foggo. If Shareholder approval is not obtained, the Board will
consider alternative arrangements to appropriately remunerate
and incentivise the CEO.
The CEO, Daniel Foggo’s total current remuneration package is
comprised of:
Voting exclusion
The Company will disregard any votes cast:
Opportunity
Remuneration
$
%
Base salary (plus
superannuation)
$465,000 +
$46,500
($511,500 in total)
39%
A short-term incentive of
50% of salary at target
and up to 70% of salary
at maximum during each
financial year
$325,500 at
maximum
25%
A long-term incentive of up to
100% of salary paid through
the issue of LTI Share Rights
under the Company’s LTIP
$465,000
36%
Total Maximum
Remuneration Opportunity1
$1,302,000
100%
(b) on items 5 and 6 as proxy by a person who is a member of the
Company’s KMP (or their Closely Related Parties) at the date of
the Meeting,
unless the vote is cast:
(c) as proxy for a person entitled to vote on the relevant item in
accordance with the directions given to the proxy by that
person on the Proxy Form; or
The Total Maximum Remuneration Opportunity (TMRO) is indicative since the CEO
will not realise any benefit from the Share Rights until a future date. The ultimate value
of the remuneration opportunity may also differ to that outlined above, as it will be
determined by vesting outcomes and the future market value of Shares. The TMRO
also does not represent the accounting value that will be disclosed in the Remuneration
Report – this report also includes annual leave and long-service leave.
1
(a) in favour of items 5 and 6 by or on behalf of Daniel Foggo and
any of his Associates in any capacity; and
(d) by the Chairman as proxy for a person entitled to vote on the
relevant item, because the Chairman has received express
authority to vote undirected proxies as the Chairman sees
fit even though the relevant items are connected with the
remuneration of the KMP; or
(e) by 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 item;
and
ii.
the holder votes on the item in accordance with directions
given by the beneficiary to the holder to vote in that way.
If you appoint the Chairman of the Meeting as your proxy, and you
do not direct your proxy how to vote on these items 5 and 6 on
the Proxy Form, you will be expressly authorising the Chairman to
exercise your proxy on those items.
10
Plenti Group Limited Annual General Meeting
Directors’ recommendation
The non-executive Directors consider the STI Share Rights and LTI
Share Rights to be important components of Daniel Foggo’s total
remuneration pack
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