24 Nov

Scheme Meeting and Annual General Meeting Presentation

Antipodes Global Investment Company Limited (Company) Level 35, 60 Margaret Street Sydney NSW 2000 ABN 38 612 843 517 24 November 2021 By Electronic Lodgement Market Announcements Office ASX Ltd 20 Bridge Street SYDNEY NSW 2000 Scheme Meeting and Annual General Meeting Materials APL encloses the presentation for today's Scheme Meeting and 2021 Annual General Meeting (together the Meetings ), as required by Listing Rule 3.13.3. For information regarding how to attend and vote at these Meetings, please see the Scheme Booklet provided to APL Shareholders and available on the Scheme website at https://antipodespartners.com/scheme . Authorised for release by the Board of Directors. For general information about the Scheme, please contact the Shareholder Information Line on 1300 010 311 (in Australia) +61 2 8970 7750 (International) Monday to Friday between 9.00am and 5.00pm (Sydney time), excluding public holidays. You can also visit the Scheme website at https://antipodespartners.com/scheme . Antipodes | 1 Click to edit Master title style Scheme Meeting and Annual General Meeting Antipodes Global Investment Company Limited (ASX: APL) 24 November 2021 Scheme Meeting Agenda Chairman’s Address Q&A Formal Business Antipodes | 3 Click to edit Master title style Asking a question verbally Please dial the relevant number below: Dial by your location +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia Find your local number: https ://boardroom-media.zoom.us/u/acqWmpYciu Once dialled in, you will be asked to enter a meeting ID. The meeting ID is: 367-380-709 Please ensure your webcast is muted before joining the call. You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question, press *9 to signal the moderator. Once your question has been answered, your line will be muted. Feel free to either hang up or stay on the line. For additional questions, press *9 to signal the operator. Antipodes | 4 Click to edit Master title style Voting When the poll is declared open by the Chair, votes may be cast by selecting the "Voting" tab at the top of the left window of your screen. The Scheme Resolution will then appear on your screen. To vote, select “For”, “Against” or “Abstain” to cast your vote. The selected option will change colour and a confirmation message will appear (Example below). There is no submit or send button, your selection is automatically recorded. You can change your mind or cancel your vote any time before the poll is closed. Chairman’s Address Mr Jonathan Trollip Antipodes | 6 Click to edit Master title style Overview of the Scheme If the Scheme proceeds, on the Implementation Date: – APL Shareholders will exchange their APL Shares for fully paid ordinary units in Antipodes Global Shares (Quoted Managed Fund) (AGX1) – 100% of APL Shares will be transferred to Pinnacle Fund Services Limited in its capacity as responsible entity of AGX1 – the current investment management agreement between APL and its investment manager, Antipodes Partners Limited, will terminate Following implementation, APL Shareholders, in their capacity as New AGX1 Unitholders, will be able to trade their New AGX1 Units on the ASX. Trading of New AGX1 Units is expected to commence on 23 December 2021. Antipodes | 7 Click to edit Master title style Scheme Consideration – what you will receive for your APL shares The number of New AGX1 Units that APL Shareholders will be entitled to is determined using the following formula: CU = (A/B) * D Where: CU = the number of New AGX1 Units to be issued to an eligible APL Shareholder as Scheme Consideration A = the post-tax NTA per APL Share at the Calculation Date less the Retention Amount (being cash retained by APL to cover expenses associated with the Scheme that are not liabilities as at the Calculation Date) B = the NAV per AGX1 Unit on the Calculation Date D = the number of APL Shares held by the eligible APL Shareholder on the Record Date Worked Example Using the date of 22 November 2021, being the date of the last published post-tax NTA and NAV available: A = $1.2003 (APL post-tax NTA of $1.202 adjusted for estimated transaction related costs yet to be incurred of $0.0011, less the estimated Retention Amount of $0.0006) B = $5.9903 A/B = 0.20037 If D = 1,000, CU = 200 (after rounding) The Calculation Date is expected to be 15 December 2021 (2 Business Days prior to the Implementation Date). Updated information on the Scheme Consideration (APL and AGX1 publish daily post-tax NTAs and NAVs respectively) can be obtained via the Scheme Website https://antipodespartners.com/scheme/ and via the ASX. Antipodes | 8 Click to edit Master title style Key dates The dates and times set out above are indicative only and are subject to the Court approval process. Any changes to the above timetable will be announced on the ASX and available on its website, www.asx.com.au . Event Indicative date Scheme Meeting 24 November 2021 Worked example of the Scheme Consideration announced via ASX 3 December 2021 Second Court Date 7 December 2021 Effective Date/Last date to trade APL Shares Worked example of the Scheme Consideration announced via ASX APL portfolio begins exiting short positions to align portfolio with AGX1 8 December 2021 Record Date Time and date for determining Scheme Shareholders 7pm (Sydney time), 10 December 2021 Calculation Date The post-tax NTA per APL Share and the NAV per AGX1 Unit on this date will be used for determining Scheme Consideration 15 December 2021 Scheme Consideration announced 16 December 2021 Implementation Date Scheme Shareholders will receive the Scheme Consideration, APL Shares are transferred to the Responsible Entity and the Scheme is implemented 17 December 2021 New AGX1 Units commence trading 23 December 2021 Scheme Meeting Q&A Mr Jonathan Trollip Formal Business Mr Jonathan Trollip Antipodes | 11 Click to edit Master title style Formal Business Scheme Resolution “That, pursuant to and in accordance with section 411 of the Corporations Act, the members agree to the scheme of arrangement proposed between Antipodes Global Investment Company Limited and the holders of its fully paid ordinary shares as contained in and more particularly described in the Scheme Booklet of which the notice convening this meeting forms part, with or without any alterations or conditions agreed or any alterations or conditions required by the Court and, subject to approval of the Scheme by the Court, authorise the Board of Directors of APL to Implement the Scheme with any such alterations or conditions.” Antipodes | 12 Click to edit Master title style Formal Business Scheme Resolution - Proxies Shares Voted For 110,105,160 97.70% Open 2,194,545 1.95% Against 397,751 0.35% Abstain 153,366 APL 2021 Annual General Meeting Agenda Formal Business Investment Manager’s Update Q&A Antipodes | 14 Click to edit Master title style Asking a question verbally Please dial the relevant number below: Dial by your location +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia Find your local number: https ://boardroom-media.zoom.us/u/acqWmpYciu Once dialled in, you will be asked to enter a meeting ID. The meeting ID is: 367-380-709 Please ensure your webcast is muted before joining the call. You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question, press *9 to signal the moderator. Once your question has been answered, your line will be muted. Feel free to either hang up or stay on the line. For additional questions, press *9 to signal the operator. Antipodes | 15 Click to edit Master title style Voting When the poll is declared open by the Chair, votes may be cast by selecting the “Voting” tab at the top of the left window of your screen. The resolutions will then appear on your screen. To vote, select “For”, “Against” or “Abstain” to cast your vote on each of the resolutions. The selected option will change colour and a confirmation message will appear (Example below). There is no submit or send button, your selection is automatically recorded. You can change your mind or cancel your vote any time before the poll is closed. Antipodes | 16 Click to edit Master title style Financial Statements of the Company for the year ended 30 June 2021, together with the Directors’ Report and the Auditor’s Report as set out in the 2021 Annual Report. Financial Statements Formal Business Antipodes | 17 Click to edit Master title style Adoption of the Remuneration Report To consider and, if thought fit, to pass the following resolution: “That the Remuneration Report of the Company for the financial year ended 30 June 2021 be adopted.” Resolution 1 Formal Business Antipodes | 18 Click to edit Master title style Resolution 1 - Proxies Formal Business Shares Voted For 100,787,229 91.58% Open 8,233,545 7.48% Against 1,029,662 0.94% Abstain 1,058,947 Antipodes | 19 Click to edit Master title style Re-election of Lorraine Berends as a director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Mrs Lorraine Berends, who retires by rotation in accordance with rule 6.7 of the Company’s Constitution and, being eligible, offers herself for re-election, be re-elected as a director of the Company.” Resolution 2 Formal Business Antipodes | 20 Click to edit Master title style Resolution 2 - Proxies Formal Business Shares Voted For 101,671,255 91.31% Open 8,286,652 7.44% Against 1,389,022 1.25% Abstain 915,194 Antipodes | 21 Click to edit Master title style Re-election of Andrew Findlay as a director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Mr Andrew Findlay, who retires by rotation in accordance with rule 6.7 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.” Resolution 3 Formal Business Antipodes | 22 Click to edit Master title style Resolution 3 - Proxies Formal Business Shares Voted For 101,857,855 91.35% Open 8,358,297 7.50% Against 1,285,793 1.15% Abstain 760,178 Scheme Resolution Poll results Investment Manager’s Update Mr Jacob Mitchell Antipodes | 25 Click to edit Master title style APL’s Key Portfolio Positions As at Sep 2021 Source: Antipodes Resilient cyclicals with pricing power Secular growth/ Defensive Cyclicals transitioning to secular growth Tail Risk Protection Consumer franchises DM ING, UniCredit Tesco, Coca-Cola 18.5% Social commerce, Software Incumbents DM Facebook Microsoft, Oracle 14.2% Decarbonisation Teck Resources EDF, Norsk Hydro 8.3% Tail risk equity (2.9%) Consumer franchises EM ICICI Bank Yum China, Trip.com 8.5% Social commerce EM Tencent, JD.com 6.9% Connectivity/Compute TSMC, MediaTek Frontier Communications 12.0% Tail risk credit (9.4%) Travel, Autos, Energy Airbus Toyota, Exxon 13.4% Healthcare with pipeline Medtronic Sanofi, Merck 8.5% Infrastructure Siemens, Shin-Etsu 4.6% Gold 1.0% Single stock shorts (17.4%) Not part of the AGX1 portfolio AGM Q&A Thank you for joining us for our Annual General Meeting Mr Jonathan Trollip 1. Shareholder Information Line • 1300 010 311 (in Australia) +61 2 8970 7750 (International) Monday to Friday between 9.00am and 5.00pm (Sydney time), excluding public holidays • Email: invest@antipodespartners.com 2. Boardroom (APL Share Registry) • Phone (Local Australian number): 1300 721 637 • Phone (International number): +61 2 8023 5428 • Email: enquiries@boardroomlimited.com.au 3. Automic (AGX1 Registry) • Phone (Local Australian number): 1300 902 587 (International number): +61 2 7208 4521 • Email: hello@automic.com.au Contact us Antipodes | 29 Click to edit Master title style Disclaimer Note: Past performance is not a reliable indicator of future performance. Antipodes Partners Limited (ABN 29 602 042 035, AFSL 481 580) ('Antipodes Partners', 'Antipodes') is the investment manager of Antipodes Global Investment Company Limited ABN 38 612 843 517 ('APL', 'Company') and Antipodes Global Shares (Quoted Managed Fund) (ARSN 625 560 269) (‘the Fund’). The Product Disclosure Statement (‘PDS’) of the Fund is available at https://antipodespartners.com/listed-funds/antipodes-global-shares-quoted-managed-fund-asx-agx1/. Any potential investor should consider the PDS before deciding whether to acquire, or continue to hold units in, the Fund. Pinnacle Fund Services Limited ABN 29 082 494 362 AFSL 238371 ('PFSL') is the product issuer of the Fund. PFSL is not licensed to provide financial product advice. PFSL is a wholly-owned subsidiary of the Pinnacle Investment Management Group Limited (‘Pinnacle’) ABN 22 100 325 184. This communication is for general information only. It is not intended as a securities recommendation or statement of opinion intended to influence a person or persons in making a decision in relation to investment. It has been prepared without taking account of any person’s objectives, financial situation or needs. Any persons relying on this information should obtain professional advice before doing so. Past performance is for illustrative purposes only and is not indicative of future performance. Whilst Antipodes, PFSL and Pinnacle believe the information contained in this communication is reliable, no warranty is given as to its accuracy, reliability or completeness and persons relying on this information do so at their own risk. Subject to any liability which cannot be excluded under the relevant laws, Antipodes, PFSL and Pinnacle disclaim all liability to any person relying on the information contained in this communication in respect of any loss or damage (including consequential loss or damage), however caused, which may be suffered or arise directly or indirectly in respect of such information. This disclaimer extends to any entity that may distribute this communication. Any opinions and forecasts reflect the judgment and assumptions of Antipodes and its representatives on the basis of information available as at the date of publication and may later change without notice. Any projections contained in this presentation are estimates only and may not be realised in the future. Unauthorised use, copying, distribution, replication, posting, transmitting, publication, display, or reproduction in whole or in part of the information contained in this communication is prohibited without obtaining prior written permission from Antipodes. Pinnacle and its associates may have interests in financial products and may receive fees from companies referred to during this communication. This may contain the trade names or trademarks of various third parties, and if so, any such use is solely for illustrative purposes only. All product and company names are trademarks™ or registered® trademarks of their respective holders. Use of them does not imply any affiliation with, endorsement by, or association of any kind between them and Antipodes.
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