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MarketScreener Homepage  >  Equities  >  Australian Stock Exchange  >  Event Hospitality & Entertainment Limited    EVT   AU000000EVT1

EVENT HOSPITALITY & ENTERTAINMENT LIMITED

(EVT)
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Event Hospitality & Entertainment : Notice of Annual General Meeting/Proxy Form

09/17/2020 | 08:35pm EST

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of EVENT Hospitality & Entertainment Limited (the "Company") will be held at Event Cinemas, 505-525 George Street, Sydney NSW 2000 (or such other venue as advised to shareholders via an announcement on the Australian Securities Exchange ("ASX")) on Friday 23 October 2020 at 10:00am (Sydney time). Shareholders and proxyholders may also attend and participate in the Meeting online at https://web.lumiagm.com/377305523. Shareholders and proxyholders who participate in the Meeting online will be able to watch the Meeting, cast an online vote, and ask questions and make comments online in real time.

Further details about how to participate online are set out in the Explanatory Notes that accompany and form part of this Notice of Annual General Meeting.

COVID 19 and the Annual General Meeting

The Company respects shareholders' right to participate in the Annual General Meeting and understands the importance of the meeting to shareholders. However, the health and wellbeing of our shareholders, employees and the broader community is of paramount importance. In light of the uncertainty and risks associated with COVID 19, the Company encourages shareholders to attend the Meeting online rather than attending in person, particularly if you have any concerns about attending or making your way to the physical meeting venue in the Sydney CBD. Please do not attend the Meeting in person if you are feeling unwell.

Please be aware that we will be observing social distancing rules and we will not be offering refreshments at the Meeting. It may not be possible to admit all shareholders who wish to physically attend. Any shareholders who wish to physically attend the Meeting should take heed of government warnings and recommendations and monitor the Company's website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Meeting.

Technical difficulties may arise during the course of the Meeting. The Chairman has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman 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 directed proxy even if they plan to attend the Meeting online.

ORDINARY BUSINESS

Financial Reports

1. To receive and consider the financial statements of the Company and its controlled entities (collectively the "Group") and the reports of the directors and of the auditor for the year ended 30 June 2020.

Remuneration Report

2. To adopt the remuneration report for the year ended 30 June 2020.

Please note that the vote on this resolution is advisory only, and does not bind the Company or its directors.

Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

  1. That Ms Valerie Anne Davies, being a director who retires by rotation in accordance with rule 8.1(d) of the Constitution, and being eligible, is re-elected as a director of the Company.
  2. That Mr Richard Gordon Newton, being a director who retires by rotation in accordance with rule 8.1(d) of the Constitution, and being eligible, is re-elected as a director of the Company.

EVENT HOSPITALITY & ENTERTAINMENT LIMITED | ACN 000 005 103

478 GEORGE STREET SYDNEY NSW 2000 | GPO BOX 1609 SYDNEY NSW 2001 | +61 2 9373 6600

SPECIAL BUSINESS

Approval of the Re-insertion of the Proportional Takeover Provisions for a Further Three Years

To consider and, if thought fit, pass the following resolution as a special resolution:

5. That the proportional takeover provisions in the form of rule 6 of the Constitution of the Company (as last approved by shareholders) be re-inserted for a further period of three (3) years, with effect from 23 October 2020.

Award of Rights to the Chief Executive Officer

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

  1. That the shareholders approve for all purposes, including ASX Listing Rule 10.14, the award of up to 250,000 Performance Rights to the Chief Executive Officer, Ms Jane Megan Hastings, on the terms set out in the Explanatory Notes to this Notice of Annual General Meeting.
  2. That the shareholders approve for all purposes, including ASX Listing Rule 10.14, the Recognition and Retention Incentive Award to the Chief Executive Officer, Ms Jane Megan Hastings, on the terms set out in the Explanatory Notes to this Notice of Annual General Meeting.

Approval pursuant to Section 200C of the Corporations Act 2001

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

8. That the shareholders approve for the purpose of Section 200C of the Corporations Act 2001 the payment of $365,000 to Mr Hans Richard Eberstaller on the terms set out in the Explanatory Notes to this Notice of Annual General Meeting.

VOTING EXCLUSION STATEMENT

For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel ("KMP") of the Group (being resolutions in respect of Items 2, 6, 7 and 8 of this Notice of Meeting), the Corporations Act 2001 (Cth) ("Corporations Act") restricts KMP and their closely related parties from voting in certain circumstances. Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

In addition, voting restrictions apply in respect of Items 6 and 7 under the ASX Listing Rules.

Item 2 (Remuneration Report)

The Company will disregard any votes cast on Item 2:

  • by or on behalf of a KMP named in the Company's remuneration report for the year ended 30 June 2020 or their closely related parties (regardless of the capacity in which the votes are cast); or
  • as proxy by a person who is a KMP on the date of the Annual General Meeting or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote:

  • in accordance with a direction on the proxy form; or
  • by the Chairman of the Meeting, in accordance with an express authorisation in the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of the KMP.

Items 6 and 7 (Award of Rights to the Chief Executive Officer)

The Company will disregard any votes cast on Items 6 and 7:

  • in favour of the resolution by or on behalf of Ms Hastings or any of her associates (regardless of the capacity in which the vote is cast); or
  • as a proxy by a person who is a KMP on the date of the Annual General Meeting or their closely related parties,

unless the vote is cast:

  • as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
  • by the Chairman of the Meeting as proxy for a person entitled to vote on the resolution in accordance with an express authorisation in the proxy form to vote as the proxy decides; or
  • 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:
    o 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 resolution; and
    o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Item 8 (Approval pursuant to Section 200C of the Corporations Act 2001)

The Company will disregard any votes cast as proxy on Item 8 by a person who is a KMP on the date of the Annual General Meeting or their closely related parties, unless the vote is cast as proxy for a person entitled to vote:

  • in accordance with a direction on the proxy form; or
  • by the Chairman of the Meeting, in accordance with an express authorisation in the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of the KMP.

By order of the Board:

DAVID STONE

Company Secretary

Sydney, 18 September 2020

EXPLANATORY NOTES

These Explanatory Notes form part of the Notice of Meeting and are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions.

The directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

ITEM 1 - FINANCIAL REPORTS

The Corporations Act requires that the financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors and the auditor (collectively the "Financial Reports") be laid before the Annual General Meeting. The Corporations Act does not require a vote of shareholders at the Annual General Meeting on such reports or statements.

The Annual Report is available on the Company's internet site (www.evt.com). Shareholders who have specifically requested a hard copy of the Annual Report will receive it in the mail. Shareholders who have not specifically requested a hard copy of the Annual Report but would like to do so should contact the share registry on 1300 850 505.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions of the Board of directors in relation to the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company's auditor, KPMG, questions relevant to the conduct of the audit, the preparation and content of the Independent Auditor's Report, the accounting policies adopted by the Group in relation to the preparation of its financial statements, and the independence of the auditor in relation to the conduct of the audit.

ITEM 2 - REMUNERATION REPORT

The remuneration report is set out on pages 21 to 33 of the 2020 Annual Report. It is also available on the Company's internet site (www.evt.com). The remuneration report:

  • explains the structure of, and rationale behind, the Group's remuneration practices and the link between the remuneration of senior executives and the Group's performance;
  • sets out remuneration details for each director of the Company and for each member of the Group's senior executive team during the year; and
  • makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including the executive director.

Board recommendation

The Board recommends that shareholders vote in favour of Item 2.

ITEMS 3 AND 4 - RE-ELECTION OF DIRECTORS

Ms Valerie Anne Davies FAICD

Ms Valerie Anne Davies, an independent non-executive director, retires by rotation in accordance with rule 8.1(d) of the Constitution.

A profile of Ms Davies is included on page 3 of the 2020 Annual Report and is also set out below.

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

Disclaimer

Event Hospitality and Entertainment Ltd. published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 00:34:01 UTC


© Publicnow 2020
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Income Statement Evolution
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Mean consensus OUTPERFORM
Number of Analysts 6
Average target price 9,66 AUD
Last Close Price 10,93 AUD
Spread / Highest target 2,47%
Spread / Average Target -11,7%
Spread / Lowest Target -20,1%
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NameTitle
Jane M. Hastings CEO, Managing Director & Director
Alan G. Rydge Non-Executive Chairman
Richard Gordon Newton Independent Non-Executive Director
Peter Roland Coates Lead Independent Non-Executive Director
Valerie Anne Davies Independent Non-Executive Director
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