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    CGC   AU000000CGC2

COSTA GROUP HOLDINGS LIMITED

(CGC)
  Report
Delayed Australian Stock Exchange  -  02:10 2022-06-28 am EDT
2.990 AUD   +1.01%
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Costa : Notice of AGM and voting form

04/21/2022 | 07:38pm EDT

The Board of Costa Group Holdings Limited ACN 151 363 129 (the "Company") has decided to hold its Annual General Meeting ("AGM") for the financial year ending on 26 December 2021 ("Financial Year") in a hybrid format. Subject to public health guidance, there will be a physical meeting, which may be subject to capacity limits, and shareholders will also be able to attend and participate online. Any changes to the way shareholders are able to attend or participate in the AGM (including with respect to any regulatory changes or public health directives) will be announced by the Company on ASX before the AGM.

As such, notice is hereby given that the AGM of the Company for the Financial Year will be held on 25 May 2022 at 11.00am (AEST) for the purposes of transacting the business set out in this notice.

The constitution of the Company permits the use of technology to facilitate a meeting of members at two or more venues. Those members who attend virtually will be considered present and will have the ability to ask questions and vote on resolutions in real time. This approach is consistent with existing legislation in place as at the date of this document. The Company encourages all members to participate in the manner set out below.

How Members Can Participate

1. A physical meeting, at which members may ask questions and vote will be held at King & Wood Mallesons, Level 27, Collins Arch, 447 Collins Street, Melbourne, Victoria. The ability for shareholders and others to attend the physical meeting may be subject to a capacity limit if required in order to comply with public health directives, in which case shareholders will be given priority to attend the physical meeting. Attendance at the physical meeting will also be subject to attendees complying with any COVID-safe measures that the Company considers necessary or prudent at the time of the meeting.

2. For members who are not able to or would prefer not to attend the AGM in person, a live webcast and electronic voting via a dedicated online platform will be offered to allow members to participate in the meeting, including the ability to watch the AGM live and see the AGM presentation materials, vote and ask questions. Members can access the platform athttps://meetings.linkgroup.com/CGC2022. Detailed instructions on how to participate are available in the Online Platform Guide that can be found at: http://investors.costagroup.com.au/Investor-Centre/.

3. Members can vote during the meeting (in person, or by using the online platform if attending virtually) or can vote directly or appoint a proxy prior to the meeting. Members who are unable to attend the AGM in person or by virtual means are strongly urged to vote in advance or appoint the Chair of the AGM as their proxy. Members can complete the proxy form to provide specific instructions on how their vote is to beexercised on each item of business, and the Chair of the AGM must follow those instructions. Additional details on voting in advance or appointing a proxy are set out on page 3 of this notice.

4. Members are encouraged to submit questions ahead of the AGM to the Company (or the Company's Auditor), as there may not be sufficient time to respond to all questions raised during the AGM. Questions may be submitted prior to the AGM online by logging onto your Link Holding account and navigating to the voting section at https://investorcentre.linkmarketservices.com.au/Login/Login or by email to investors@costagroup.com.au.

To enable sufficient time for questions raised in advance to be considered and responded to in sufficient detail at the AGM, the Company requests that they be received as early as possible but must be received no later than 11am (Melbourne time) on 23 May 2022.

Items of Business

1.

Consideration of Reports

To receive and consider the Financial Report for the Company and its controlled entities, the Directors' Report and the Auditor's Report for the Financial Year as set out in the Company's Annual Report for the Financial Year.

There is no vote on this item.

2.

Remuneration Report

To consider, and if thought appropriate, pass the following resolution as an advisory resolution:

"That the Remuneration Report (set out in the Directors' Report) for the financial year ended 26 December 2021 be adopted."

Please see the explanatory notes and voting exclusion statement for this resolution on page 5.

3.

Re-election of Janette Kendall as a Director

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That Janette Kendall be re-elected as a Director of the Company."

Please see the explanatory notes for this resolution on page 6.

4.

Re-election of Dr Jane Wilson AO as a Director

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That Dr Jane Wilson AO be re-elected as a Director of the Company."

Please see the explanatory notes for this resolution on page 6.

5.

Election of Harry Debney as a Director

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That Harry Debney be elected as a Director of the Company."

maximum of $1,600,000, with effect from and including 25 May 2022."

Please see the explanatory notes and voting exclusion statement for this resolution on pages 7-8.

7.

Managing Director's Calendar Year 2022 ("CY22") STI Performance Rights

To consider, and if thought appropriate, 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 hereby given for the grant of performance rights (and any resulting issue or transfer of shares in the Company) to the Chief Executive Officer and Managing Director, Mr Sean Hallahan under the Company's CY22 short term incentive plan, in accordance with the terms of that plan and as described in the Explanatory Notes."

Please see the explanatory notes and voting exclusion statement for this resolution on pages 8-13.

8.

Managing Director's CY22 LTI Options

To consider, and if thought appropriate, 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 hereby given for the grant of options (and any resulting issue or transfer of shares in the Company) to the Chief Executive Officer and Managing Director, Mr Sean Hallahan, under the Company's CY22 long term incentive plan, in accordance with the terms of that plan and as described in the Explanatory Notes."

Please see the explanatory notes for this resolution on page 7.

6.

Increase in Non-Executive Directors' Fee Pool

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That, in accordance with ASX Listing Rule 10.17 and article 10.8 of the Company's Constitution and for all other purposes, the maximum aggregate remuneration payable to Non-Executive Directors of the Company by way of Directors' fees per annum be increased by $400,000 from $1,200,000 to a

Please see the explanatory notes and voting exclusion statement for this resolution on pages 8-13.

By order of the Board.

David Thomas Company Secretary 22 April 2022

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) and ASX Settlement Operating Rule 5.6.1, the Directors have determined that a shareholder's entitlement to vote at the AGM is as set out in the Company's share register as at 7:00pm (Melbourne time) on 23 May 2022. In the case of joint shareholders, all holders may attend the AGM but only one holder may vote at the AGM in respect of the relevant shares (including by proxy). If more than one joint holder is present, and more than one of the joint holders votes in respect of the relevant shares, only the vote of the joint holder whose name stands first in the register in respect of the relevant shares is counted. A corporate shareholder may appoint one or more persons to act as its representative(s), but only one representative may exercise the corporate shareholder's powers at any one time.

Information regarding voting

1.

Entitlement to attend and vote

Transactions involving shares in the Company registered after 7:00pm (Melbourne time) on 23 May 2022 will be disregarded in determining the shareholders entitled to attend and vote at the AGM.

2.

Vote or appoint a proxy prior to the AGM

Voting form: Shareholders who have registered a preference for electronic communication will be able to access an electronic voting form that will enable a direct vote or a proxy appointment. A voting form will accompany this notice if you receive paper-based communications.

Appointing a proxy: If you are entitled to attend and vote at the AGM, you may appoint:

  • a person; or

  • if the shareholder is entitled to cast two or more votes at the AGM, two persons,

as your proxy or proxies to attend and vote for you at the AGM. A "person" can be an individual or a body corporate; if you appoint a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the AGM and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the AGM, in accordance with the instructions set out in Note 3 below. A proxy need not be a shareholder.

Maximum of two proxies: You may appoint a maximum of two proxies and may state on the proxy form what proportion or number of your votes each proxy is being appointed to exercise. If you appoint two proxies and do not specify the proportion or number of votes each proxy may exercise, each of the proxies may exercise half of your votes.

Deadline for receipt: The Company must receive at least 48 hours before the AGM (ie. by 11:00am (Melbourne time) on 23 May 2022):

  • your completed voting form; and

  • if you sign under power of attorney or corporate representative, that power of attorney or corporate representative appointment or a certified copy of it.

Any voting form received after this deadline will be invalid.

How to send: The voting form (and any authority appointing an attorney or corporate representative) must be:

  • sent by post to the Company's registry: Costa Group Holdings Limited

    C/ - Link Market Services Limited Locked Bag A14

    Sydney South NSW 1235 Australia

  • sent by fax to the Company's registry on +61 2 9287 0309; or

  • lodged online atwww.linkmarketservices.com.au.

How and when a proxy must vote: If the appointment of a proxy specifies the way the proxy is to vote on a particular resolution:

  • if the proxy is not the Chair of the AGM, the proxy need not vote on a poll but if the proxy does so, the proxy must vote as directed (subject to any applicable voting restrictions); and

  • if the proxy is the Chair of the AGM, the proxy must vote on a poll and must vote as directed.

Default to the Chairman of the meeting: If:

  • a shareholder has appointed a proxy other than the Chair of the AGM; and

  • the shareholder's proxy either:

    • o is not recorded as attending the AGM; or

    • o attends the AGM but does not vote on the resolution,

then the Chair of the AGM will, before voting on the resolution closes, be taken to have been appointed as the proxy for that shareholder for the purposes of voting on that resolution. In these circumstances, the Chair of the AGM must vote in accordance with any written direction of that shareholder.

Directing proxy votes:

We encourage shareholders who are appointing proxies to direct their proxies how to vote on each resolution by crossing either a "For", "Against", or "Abstain" box before lodging their proxy form so that, subject to any applicable voting exclusions, their proxy will vote on their behalf in accordance with their instructions.

The Chair intends to vote undirected proxies on, and in favour of, all the proposed resolutions.

If there is a change in how the Chair intends to vote undirected proxies, the Company will make an announcement to the market.

3.

Body corporate representative

Any corporation wishing to appoint a person to act as representative at the AGM may do so by providing that person with:

  • a "Certificate of Appointment of Corporate Representative", the form for which can be obtained from the Company's registry; or

  • a letter or certificate authorising the person to act as the corporation's representative in accordance with the corporation's constitution; or

  • a copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

4.

Voting

Voting on all resolutions set out in this notice of meeting will be conducted by poll. Upon a poll, every shareholder who is present in person or by proxy, representative or attorney will have one vote for each share held by that shareholder.

5.

Annual Report information

The Company's Annual Report for the Financial Year is being sent to shareholders who have elected to receive an Annual Report. A copy of the Company's Annual Report is available to shareholders upon request and can be viewed at http://investors.costagroup.com.au/investor-centre or an electronic or printed copy can be requested from the Company's registry.

The Financial Report for the Company and its controlled entities, the Directors' Report and the Auditor's Report for the Financial Year as set out in the Company's Annual Report for the Financial Year will be presented for consideration at the AGM. Shareholders will be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the content of the Auditor's report.

Explanatory notes on the business to be transacted at the AGM

Item 1 - Consideration of Reports

Item 2 - Remuneration Report

In accordance with the Corporations Act 2001 (Cth) ("Corporations Act"), the Company is required to present the Company's Remuneration Report to shareholders for consideration and adoption at the AGM. The Remuneration Report is located on pages 36 to 48 of the Company's Annual Report for the Financial Year and is also available on the Company's website www.costagroup.com.au.

The Remuneration Report:

  • explains the structure of and rationale behind the Company's remuneration practices and the link between the remuneration of employees and the Company's performance;

  • sets out remuneration details for each director and each other member of the Company's key management personnel; and

  • confirms that the basis for remunerating non-executive Directors is distinct from the basis for remunerating executives, including executive Directors.

The remuneration framework adopted by the Board is designed to attract and retain key talent, reward the achievement of strategic objectives and align rewards with the creation of shareholder wealth. Where appropriate, the Company obtains independent input to confirm the appropriateness of these arrangements. Shareholders will have a reasonable opportunity to ask questions and comment on the Remuneration Report at the AGM. The vote on this resolution is advisory only and does not bind the Directors or the Company. Nevertheless, the Board will take into account the outcome of the vote when considering the future remuneration arrangements of the Company. Further, under the Corporations Act if at least 25% of the votes cast on this resolution and the relevant resolution at next year's AGM are voted against adoption of the Remuneration Report and nextyear's remuneration report, the Company will be required to put to shareholders a resolution proposing the calling of an extraordinary general meeting at which all Directors of the Company (other than the Managing Director) will cease to hold office and stand for re-election ("Spill Resolution"). In these circumstances, the Spill Resolution would need to be considered at next year's AGM.

Directors' recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as described in the Remuneration Report, the Board recommends that shareholders vote in favour of the resolution in Item 2.

Voting Exclusion - Item 2

A vote must not be cast (in any capacity) on the resolution in Item 2, by or on behalf of a member or former member of the Company's key management personnel (including the Directors), details of whose remuneration are included in the Remuneration Report ("KMP") or their closely related parties, whether as a shareholder or as a proxy, except that a vote may be cast on the resolution in Item 2 by a KMP, or a closely related party of a KMP, if:

  • the vote is cast by a proxy for a person entitled to vote, and that person has directed the KMP or their closely related party (as proxy) how to vote on the item on the voting form; or

  • the Chair of the AGM, as proxy for a person entitled to vote, votes in accordance with an express authority on the voting form to vote undirected proxies as the Chair sees fit even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Costa Group Holdings Ltd. published this content on 21 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2022 23:37:05 UTC.


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