Australian Vintage Limited

ACN 052 179 932

Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Australian Vintage Limited (ASX:AVG) (Company) will be held on Wednesday, 23 November 2022 beginning at 11:30am (Sydney time) at Deloitte, Level 9, Grosvenor Place, 225 George Street, Sydney, New South Wales.

The AGM will be held as a hybrid meeting, in accordance with the Company's Constitution, providing shareholders with the option to attend online or in person.

Attending the meeting in person

You can attend in person at Deloitte, Level 9, Grosvenor Place, 225 George Street, Sydney, New South Wales. Shareholders can register at the meeting from 11.00am or virtually via the Computershare online platform by following the instructions contained in this Notice of Meeting. If you are planning on attending the AGM in person, please email corporate.investor.relations@australianvintage.com.auto register your attendance. Shareholders will need to comply with Deloitte's Covid-19 protocols, including vaccination requirements, which are set out at www.australianvintage.com.au/agm.

Attending the meeting online

You can attend, vote and ask questions in real time at the AGM from your computer or mobile device, by entering the following URL address in your web browser: https://meetnow.global/MZPV96L. Online registration will open 30 minutes before the meeting. You will need your shareholder number and postcode to register.

The online AGM platform will allow shareholders to view the meeting, vote and submit verbal and written questions in real time.

For further instructions on how to participate online, please view the online meeting guide at

www.computershare.com.au/virtualmeetingguideor www.australianvintage.com.au/agm.

How to ask questions

We welcome questions from shareholders before and during the AGM. The Chair of the AGM will endeavour to answer all questions put to the meeting.

Asking questions prior to the AGM

You can ask the Company or the auditor a question in one of the following ways:

  • if you lodge your proxy online, select 'ask a question of AVL or the Auditor' and follow the prompts;
  • email corporate.investor.relations@australianvintage.com.au; or
  • post your question to the Company Secretary at 275 Sir Donald Bradman Drive, Cowandilla South Australia 5033.

Your questions (other than questions you wish to ask at the AGM) must be received by 5:00pm (Sydney time) on 16 November 2022.

Asking questions during the AGM

Login to the meeting as outlined above and follow the instructions on how to submit your questions. If attending in person, the Chair will outline the process during the meeting.

Technical difficulties

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 technical difficulties arise. In exercising his discretion, the Chairman will have regard to the number of members impacted and the extent to which participation in the business of the Meeting is affected.

Covid-19

The Company is committed to the health and safety of our shareholders and employees. While some shareholders will be able to attend the AGM in person at Deloitte, to minimise health risks, shareholders are encouraged to participate online.

We ask that you do not attend the AGM if you feel unwell or have been in contact with someone who may have been affected by Covid-19.

The Company will continue to monitor the potential health risks associated with public gatherings and the Covid-19 pandemic and may be required to make alternative arrangements for the AGM. In that event, we will make an announcement to the ASX.

AUSTRALIAN VINTAGE LIMITED

Ordinary Business

  1. Accounts
    To consider and receive the Financial Report, the Directors' Report and the Auditor's Report of the Company for the year ended 30 June 2022.
    Australian Vintage Limited 30 June 2022 Annual Report is now available at: www.australianvintage.com.au/Investors
  2. Re-electionof a Director Resolution 1
    To consider and if thought fit, pass the following resolution as an ordinary resolution: "That Richard Davis is re-electedas a non-executivedirector of the Company."
  3. Adoption of Remuneration Report Resolution 2
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:
    "That the Remuneration Report of the Company for the year ended 30 June 2022 be adopted." Notes:
    1. In accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Corporations Act), the vote on this item is advisory only and does not bind the directors or the Company. Shareholders should note that the result of the vote on this item may affect how next year's AGM is run.
    2. A voting exclusion statement applies to this resolution (see Notes for details).

Notes

  1. Entitlement to Attend and Vote
    For the purposes of the meeting, those shareholders who are registered members as at 7:00pm Sydney time on 21 November
    2022 will be voting members for the meeting. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.
  2. Voting Exclusion Statements Resolution 2
    A vote on Resolution 2 must not be cast as a proxy by or on behalf of any of the following persons:
    1. a member of the key management personnel details of whose remuneration are included in the Remuneration Report; or
    2. a closely related party of such a member.

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

  1. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
  2. the person is the Chair of the meeting and the appointment of the Chair as proxy:
    • does not specify the way the proxy is to vote on the resolution; and
    • 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 key management personnel for the Company.

If you have appointed the Chair of the meeting as your proxy and you do not mark either "For", "Against" or "Abstain" on the proxy form, you expressly authorise the Chair to exercise any proxies held by him. The Chair intends to vote any undirected proxies in favour of Resolution 2.

NOTICE OF ANNUAL GENERAL MEETING

  1. Appointment of Proxies
    A member entitled to attend and vote at the above meeting is entitled to appoint a person as its proxy to attend and vote for the member at the meeting. An appointed proxy need not be a member of the Company and may be an individual or a body corporate. A body corporate may appoint a corporate representative in accordance with Note 6.
    A proxy appointed to attend and vote for a member has the same rights as the member to speak at the meeting and to join in a demand for a poll. An appointment may specify the number or proportion of the member's votes that the proxy is to exercise.
    If you are entitled to cast two or more votes on a resolution at the meeting, you may appoint two separate proxies to vote on your behalf. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half of your votes. Fractions of votes will be disregarded.
    A proxy form has been included with this Notice of Annual General Meeting. Further instructions on proxy voting are located on the back of the proxy form. If you wish to appoint a second proxy, please contact the Company's Share Registry, Computershare Investor Services Pty Limited, to acquire a second form. Contact details are located on the proxy form accompanying this notice.
    The proxy form must be sent and received in accordance with Note 5.
  2. Power of Attorney
    If a shareholder has appointed an attorney to attend and vote at the meeting (or if a proxy form is signed by an attorney), the power of attorney, or a certified copy of the power of attorney, must be sent and received in accordance with Note 5.
  3. Proxy Form and Power of Attorney Delivery
    To be effective either the original or a facsimile transmission of the proxy and any power of attorney, or a certified copy of the power of attorney, (if any) under which the proxy is signed must be received at the Company's Share Registry, Computershare Investor Services Pty Limited in the envelope provided (if mailing within Australia) or at GPO Box 242, Melbourne VIC 3001 (facsimile 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)), no later than 11:30am Sydney time on 21 November 2022.
    Online voting - You can submit your proxy appointment online by visiting www.investorvote.com.au. To use the online facility you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.
    Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.comto submit your voting intentions.
  4. Corporate Representatives
    If a corporate representative is to attend the meeting on behalf of a corporate member, a notice of appointment can be obtained from the Company's Share Registry or at www.computershare.com.au. The corporate representative will be required to accept Terms and Conditions before entering the virtual meeting confirming that they are authorised to represent the corporate member.
  5. Questions and Comments by Members
    Questions regarding Company management and the Remuneration Report
    In accordance with the Corporations Act, the Chair of the meeting will allow a reasonable opportunity for members - as a whole
    - at the meeting to ask questions about, or make comments on, the management of the Company and the Remuneration Report. Questions can be submitted before or during the AGM as set out above.

Questions regarding the Company's audit and accounting policies

The Chair will allow a reasonable opportunity for members at the meeting to ask questions verbally and in writing of a representative of the Company's Auditor, EY, relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the Financial Statements and the independence of the Auditor in relation to the conduct of the audit.

Questions can be submitted before or during the AGM as set out above. Dated: 21 October 2022

Alicia Morris

Company Secretary

By Order of the Board

Explanatory Notes on Items of Business

Ordinary Business

Resolution 1

Re-election of a Director

Richard Davis retires in accordance with the rotation procedure in Rule 89 of the Company's Constitution and, being eligible for reelection under Rule 91 of the Company's Constitution, offers himself for re-election.

Mr Davis has been a non-executive director of the Company since 2009 and currently holds the positions of Chairman of Australian Vintage Limited, member of the Audit Committee and member of the People, Remuneration and Culture Committee. Having had regard to the ASX Corporate Governance Principles and Recommendations (4th edition), the Board considers Mr Davis to be an independent director.

Mr Davis is Chairman of Monash IVF Group Limited and a non-executive director (and previously CEO) of InvoCare Limited where he spent almost 20 years growing and managing the business. Mr Davis holds a Bachelor of Economics and has a background in venture capital and as an accounting partner for a leading national accounting firm.

The Board (in the absence of Mr Davis) unanimously recommends the re-election of Mr Davis. The Chair of the AGM intends to vote all undirected proxies in favour of the re-election of Mr Davis.

Resolution 2

Adoption of Remuneration Report

The Remuneration Report for the year ended 30 June 2022 is contained within the Directors' Report of the Company for the financial year ended 30 June 2022.

Pursuant to section 250R(2) of the Corporations Act, a resolution that the Remuneration Report be adopted will be put to the vote at the Company's Annual General Meeting. The vote on the proposed resolution is advisory only and does not bind the directors or the Company. Shareholders should note that, as a result of amendments to the Corporations Act, the result of the vote on Resolution 2 may affect how next year's Annual General Meeting is run.

The Chair of the Annual General Meeting will allow a reasonable opportunity for members to ask questions about, or make comments on, the Remuneration Report.

The Board unanimously recommends that shareholders vote in favour of the Remuneration Report.

Need assistance?

Australian Vintage Ltd

Phone:

1300 850 505 (within Australia)

ABN 78 052 179 932

+61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

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1800 783 447 within Australia or

+61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

291903_0_COSMOS_Sample_Proxy/000001/000001/i

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Disclaimer

Australian Vintage Limited published this content on 20 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 October 2022 10:19:32 UTC.