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    PAC   AU000000PAC7

PACIFIC CURRENT GROUP LIMITED

(PAC)
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Pacific Current : Notice of 2021 Annual General Meeting + Attachment A

10/15/2021 | 03:32am EST

PACIFIC CURRENT GROUP LIMITED

Notice of Meeting 2021

ABN 39 006 708 792

NOTICE OF 2021

ANNUAL GENERAL MEETING

Dear Shareholder,

On behalf of the Board of Pacific Current Group Limited (Pacific Current), I am pleased to invite you to attend the 2021 Annual General Meeting (AGM) of Pacific Current. Enclosed is the Notice of Meeting setting out the business of the AGM.

Pacific Current's 2021 AGM will be held virtually on Friday, 19 November 2021 commencing at 10.00am (AEDT).

If you are unable to attend the AGM, I encourage you to complete your Proxy Form no later than 10.00am (AEDT) on Wednesday, 17 November 2021 online or in one of the other ways specified in the Notice of Meeting and Proxy Form.

Pacific Current continues to monitor the ongoing risks from the COVID-19 disease outbreak. In the interests of the health and safety of shareholders, our people and other potential attendees and given the uncertainty regarding the rules which may be in place at the time of the meeting relating to in-person gatherings, the Board has decided to hold this year's meeting as an online (virtual) meeting.

Our virtual AGM will provide you with similar opportunities online as you would have attending a meeting in person. You will be able to view presentations, as well as vote and ask questions or make comments live during the meeting. A dial-in teleconference will also be available to shareholders to listen to the webcast.

Further details on how to participate in the AGM are set out in the attached Notice of Meeting and in the Online Meeting Guide (Guide). The Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step by step guide to successfully logging in and navigating the site. The Guide will be released to the ASX and is also available at www.computershare.com.au/onlinemeetingguide.

I encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider lodging a directed proxy in advance of the meeting by following the instructions on the Proxy Form.

The Managing Director, Chief Executive Officer and Chief Investment Officer, Paul Greenwood and I will comment briefly on the performance of Pacific Current during the year ended 30 June 2021 at the meeting. For further information please also refer to the 2021 Annual Report, which is available on Pacific Current's website.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Pacific Current unanimously recommend that shareholders vote in favour of all resolutions.

Thank you for your continued support of Pacific Current and I look forward to your attendance at the 2021 AGM. Yours faithfully,

Tony Robinson

Chairman

Notice of Meeting 2021

2

3

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is hereby given that the 2021 Annual General Meeting (AGM or Meeting) of Pacific Current Group Limited ACN 006 708 792 (Pacific Current or Company) will be held virtually on:

Date: Friday, 19 November 2021

Time: 10:00am (AEDT)

Webcast: The meeting will be webcast via Computershare's LUMI platform

Online Facility: Shareholders may participate in the AGM, ask questions and vote using the online facility at:

www.web.lumiagm.com/361490149

Meeting ID: 361490149

Telephone Dial in Details:

Shareholders who wish to listen to an audio only of the webcast, may call: +61 2 5563 8307

Please note, shareholders who listen via the audio only option will not be able to ask questions or vote.

The Explanatory Memorandum provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

Further details on how to participate in the AGM are set out in the attached Notice of Meeting and in the Online Meeting Guide.

The Online Meeting Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step by step guide to successfully logging in and navigating the site. The Online Meeting Guide will be released to the ASX and is also available at www.computershare.com.au/onlinemeetingguide.

It is recommended that shareholders log in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting on a supported web browser on their computer or online device. To log in to the Meeting, shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN), which is printed on their shareholder letter, along with their postcode.

Proxyholders: To receive your unique Username and Password, you will need to contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

ITEMS OF BUSINESS

1. CONSIDERATION OF REPORTS

The first item of business is to receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the financial year ended 30 June 2021.

All shareholders can view the Company's Annual Report, which contains the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the year ended 30 June 2021 on the Company's website at:

https://paccurrent.com/shareholders/document-library/ annual-report/.

Shareholders are not required to vote on this item.

2. REMUNERATION REPORT

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, pass the following Advisory Resolution:

"That the Remuneration Report for the year ended 30 June 2021 be adopted."

The Remuneration Report is contained in the 2021 Annual Report (available on the Company's website). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Act), the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. RE-ELECTION OF DIRECTOR

RESOLUTION 2 - RE-ELECTION OF JEREMIAH CHAFKIN

To consider and, if thought fit, pass the following Ordinary Resolution:

"That Jeremiah Chafkin, who retires in accordance with clause 7.1(g)(3) of the Constitution and being eligible for election, is re-elected as a Director of the Company."

4. APPROVAL OF EQUITY PLAN

RESOLUTION 3 - APPROVAL TO ISSUE SECURITIES UNDER THE EMPLOYEE SHARE OWNERSHIP PLAN

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 7.2, exception 13 and all other purposes, the Pacific Current Employee Share Ownership Plan (Plan), as described in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting, be approved and the issue of securities under the Plan be approved as an exception to ASX Listing Rule 7.1."

ABN 39 006 708 792

NOTICE OF 2021

ANNUAL GENERAL MEETING

continued

5. APPROVAL OF ISSUE OF SECURITIES TO MANAGING DIRECTOR UNDER EMPLOYEE SHARE OWNERSHIP PLAN

RESOLUTION 4 - APPROVAL TO ISSUE SECURITIES TO MR PAUL GREENWOOD, MANAGING DIRECTOR, CHIEF EXECUTIVE OFFICER, AND CHIEF INVESTMENT OFFICER UNDER THE EMPLOYEE SHARE OWNERSHIP PLAN

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 10.14 and all other purposes, the issue of 1,800,000 options to acquire ordinary shares in the Company, to Mr Paul Greenwood under the Pacific Current Employee Share Ownership Plan, on the terms described in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting, be approved.

6. APPROVAL OF BENEFITS TO MANAGING DIRECTOR ON CESSATION OF EMPLOYMENT OR ON TRANSFER OF UNDERTAKING OR PROPERTY OF THE COMPANY

RESOLUTION 5 - APPROVAL OF BENEFITS TO MR PAUL GREENWOOD ON HIS CESSATION OF EMPLOYMENT OR ON TRANSFER OF UNDERTAKING OR PROPERTY OF THE COMPANY

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, for the purposes of sections 200B, 200C, and 200E of the Corporations Act 2001 (Cth) and for all other purposes, the giving of benefits to Mr Paul Greenwood in connection with:

  • Mr Greenwood ceasing to be employed by the Company or a related body corporate; or
  • the transfer of the whole or part of the undertaking or property of the Company;

on the terms summarised in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting, be approved.

7. APPOINTMENT OF AUDITOR

RESOLUTION 6 - APPOINTMENT OF AUDITOR

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, in accordance with section 327B(1)(a) of the Corporations Act 2001 (Cth) and for all other purposes, Ernst & Young having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of the Company, subject to regulatory approval having been obtained."

BY ORDER OF THE BOARD

Clare Craven

Company Secretary

15 October 2021

Notice of Meeting 2021

4

5

IMPORTANT VOTING INFORMATION

VOTING EXCLUSIONS

Voting exclusions for Resolution 1 - Remuneration Report

A vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of, the following persons:

  1. a member of Pacific Current's Key Management Personnel (KMP) whose remuneration details are included in the 2021 Remuneration Report; or
  2. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 1 as a proxy, if the vote is not cast on behalf of a person described above and either:

  1. the proxy appointment is in writing and specifies the way the proxy is to vote on the resolution; or
  2. the vote is cast by the Chair of the AGM and the appointment of the Chair as proxy:
    1. does not specify the way the proxy is to vote on the resolution; and
    2. expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

In accordance with section 250BD of the Act, a vote must not be cast on Resolution 1 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

KMP has the meaning as set out in the Act and refers to Directors of Pacific Current and those persons having authority and responsibility for planning, directing and controlling the activities of Pacific Current, directly or indirectly. Closely related party has the same meaning as set out in the Act.

Voting exclusions for Resolution 3 - Approval to issue securities under the Employee Share Ownership Plan

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who is eligible to participate in the Employee Share Ownership Plan or any of their respective Associates.

However, this does not apply to a vote cast in favour of Resolution 3 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on Resolution 3 in that way; or
  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair of the Meeting to vote on Resolution 3 as the Chair decides; or
  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:
    • 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 Resolution 3; and
    • the holder votes on Resolution 3 in accordance with the directions given by the beneficiary to the holder to vote in that way.

The Non-Executive Directors are ineligible to participate in the Employee Share Ownership Plan and this is the only employee incentive scheme. As a result, Non-Executive Directors will not be excluded from voting on Resolution 3.

Voting exclusions for Resolution 4 - Approval to issue securities to Mr Paul Greenwood, Managing Director, Chief Executive Officer, and Chief Investment Officer under the Employee Share Ownership Plan

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any director of the Company (except for a director who is ineligible to participate in the Employee Share Ownership Plan) or any of their respective Associates.

However, this does not apply to a vote cast in favour of Resolution 4 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or
  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair of the Meeting to vote on Resolution 4 as the Chair decides; or
  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:
    • 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 Resolution 4; and
    • the holder votes on Resolution 4 in accordance with the directions given by the beneficiary to the holder to vote in that way.

In accordance with section 250BD of the Act, a vote must not be cast on Resolution 4 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Voting exclusions for Resolution 5 - Approval of benefits to Mr Paul Greenwood on his cessation of employment or on transfer of undertaking or property of the Company

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Mr Paul Greenwood or any of his respective Associates.

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

Disclaimer

Pacific Current Group Ltd. published this content on 15 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 October 2021 07:31:07 UTC.


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