26 Nov

Notice of AGM and Investor Briefing

For m ore infor m a t i o n c ontac t C a d enc e O ppo r tu n i ti e s Fu nd o n 02 8298 2 4 50 o r e m ai l in f o @ c a de n cec apital . c o m .au R egist e r t o rec e i v e o ur ne w s l et t e r at w w w. c a d e n cec a pi t a l.c o m . au/ r eg i s te r - f or - fr e e - ne wslet t e r 2 6 th N o vember 2021 Upcoming Virtual AGM - Wednesday 1st December 2021 at 2 .30pm W e would like to remind you that Cadence Opportunities Fund (ASX :CDO) will be holding their Virtual AGM and Investor Briefing at 2:30pm (AEDT) on Wednesday 1st Decembe r 2021 via the Lumi online platform at www.web.lumiagm.com/378 - 077 - 041 . We strongly encourage all shareholders to attend as we will be giving an update on the comp an y ’ s performance , discussing the curr ent portfolio structure and some of its investments and looking at the outlook for 2022. On the 29 October 2021 notices of the AGM were sent out to all shareholders at that date . Please see attached a copy of th e notice of meeting. For new shareholder s who joined the register after this date as part of the recent IPO , you can join the meeting as a guest . If you wo uld like to be able to su bmit questions or vot e at the AGM you will need to contact B oardroom registries on 1300 737 760 or email them at enq u i ries@boardroom l imited.com. au and ask for a copy of y our N otice of M eeting and P roxy F orm . In the event that you are unable t o attend the AGM please note that a w ebcast of the AGM I nvestor P resentation will be made availabl e on the company website follow ing the AGM . Ki nd regards, Wayne Davies Company Secretary Cadence Opportunities Fu nd Limited ? Cadence Opportunities Fund Limited Virtual AGM and Investor Briefing ? 2 :30pm (AE D T) on Wednesday 1st Decem ber 20 2 1 Dear Investor, A nnual General Meeting and Investor Briefing W e would like to invite you t o attend our upcoming V i rtual AGM and I nvestor Br iefing to be held at 2:30pm (AEDT) on Wednesday 1st Decemb er 20 2 1 . Due to the health and safety of our investors, th is AGM and Investor Br iefing will be held virtually and there will be no physical meetin g where shareholders can attend. Annual General Meeting Proxy If you would like to appoint a proxy to attend the AGM please either complete this online at www.votingonline.co m.au/ cdo agm20 2 1 using the Voting Access Code (VAC) printed on the Proxy F orm or complete and return the Proxy Form by no late r than 2.30pm ( AE D T) Mon day 29th November 20 2 1 . Questions and Comments Shareholders do have the opportunity to ask questions about the Co mpany’s activities and the audit of the Company. While sharehol ders will have the opportunity to submit these ques tions at the Virtual AGM , it would be preferable if the Company is able to receive them in advance. Shareholders are therefore asked to send any que stions they have for the Company or the Auditor ah ead of the AGM to info@ cadencecapital.com .au . Registration and how to participate in the Vi rtual A GM The Board encourages all Shareholders to par ticipate in the vir tual AGM , which will be webcast via the Lumi online platform. You will be able to listen to th e pr oceedings, view the presentations, ask questions of the Board and vote in real - time. You can attend the AGM online using your computer, mobile phone or other online capable device. Visit the Lumi platform by entering this link in you r browser: ht tps://web.lumiagm.com/ 378 - 077 - 041 T he Meeting ID for the AGM is: 378 - 077 - 041 . Your username is your Voting Access Code (VAC) which can be located on your Proxy Form or on your Notice of M eeting email . Yo ur password is your postc ode registered on your holdin g if you are an Australian shareholder , or a three - character country code for non - resident shareholders. (A full list of country codes can be found in the Online Meeting User Guide at the back of this document). Participating in the meeting online , enabl es s hareholders to ask questions and cas t v otes in real time during poll ing at the appropriate times during the meeting. Please note that the Company will not be hosting a separate teleconference for this AGM and participation is only via the webcas t av ail able once you log in using the following URL a n d the instructions provid ed: https://web.lumiagm.com . Onli ne registration will open at 1.30pm AE D T on the day of the AGM. Information on h ow to log on, ask ques tions a nd v ote online are set out in the enclosed Online User Guide . For th ose in vestors that are not able to participat e in the virt ual AGM and Investor Briefing, a webcast of the presentation will be made available on line at some p oint after the meeting . If you require fur ther information on how to participate in the Annual General Meetin g, please contact Boardroom at e nquiries@boardroomlimted.com.au. Regards , Karl Sie gling Cadence Opportunities Fund Limi ted Notice of Annual Ge n eral Meeting Notice is given that the Annual Gene ral Mee ting of Shareholder s of Cadence Opportunities Fund Limited ( Company ) will be held as follows: Date: Wednes day 1 st D e cember 20 2 1 Time : 2:30pm (AE D T) Virtual Ven u e : https://web.lumiagm.co m/ 378 - 077 - 041 Business 1 . Financial Statements and Reports for the year en ded 30 June 20 2 1 To receive a nd consid e r the Financial Statements, Directors’ Report and Auditor’s Report of the Comp any for the f inancial year ended 30 J une 20 2 1 . Note: There i s no r equirement for shareholders to approve these reports 2 . Re muneration R eport ( Resolution 1) To consider, and i f thought fit, to pass the following resolution as an ordinary resolution : “I n accordance with Section 250R of the Cor porations Act 2001(Cth) , t hat the Com pany adopt s the Remuneration Report as set out i n the Direct ors’ Re port.” Note s : a) The vote on thi s resolution is advisory only and does not bind the Directors or the Company. b) The Co mpany’s key management personne l (w hose remuneration details are include d in the Remuneration Report) and their closely related part ies mus t not cast a vote on the remuner a tion report unless they are appointed in writing as a proxy for a member eligi ble to vote on the resolution and tha t pr oxy specifies how to vote on t he reso lution. c) The chairman will vote all undirected p roxies in fa vour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached p roxy f orm. 3. Re - e lection of Directo r – M s . Susan Oakes (Resolut ion 2) To consider, and if thought fit, to pass the followin g resolut ion as an ordinary resolution : “That Ms. Susan Oakes who retires in accordance with the Company’s Constitution and being el igible, offers h er self for re - elec tion , be re - elected as a D irec tor of the Company” 4 . E lection of Director – M s . Jolanta Masojada (Resolution 3 ) To consider, and if thought fit, to pass the followin g resolut ion as an ordinary resolution : “That M s . J olanta Masojada who was appointed a Dire ctor to fill a vacancy during the calendar year, retires in accordance with the Constitution and being eligible, offers herself for election, b e elected as a Director of the Company, details of which are set out in t he explanatory notes in the notice of me eting” Other Informa tion An Explanator y Memo randum accompanies and forms part of th is Noti ce of Annual General Meeting. All members should read the E xplanatory Memorandum carefully and in its entirety. Members wh o a re in doubt regarding any p art o f the business of the Meeting should consult th eir fi nancial or legal adviser for assistance . Proxi es A Shareholder entitled to vote at this Meeting is entit led to appoint not more than 2 proxies to vot e in his/her stead . A pro xy need not be a Sha reholde r of t he Company. If th e Shareholder appoints 2 pro xies, t he Shareholder ma y specify the p roportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specif ied, each proxy ma y exerci se half of the votes . If t he spe ci fied proportion o r number of votes exceed tha t which the Shareholder is entitled to, each proxy may exercise half of the Shareholder ’s vo tes. Any frac tions of votes brought about by the apportion ment of votes to a proxy w ill be disregarded. Proxies must be : (a) lodged online ; or (b) lodged by posting them o r deliv ering them by han d to the addres s specified below; or (b) received at the fax number specified below, not later than 48 hours before the Meeting i e. 2:30 pm ( AE DT ) o n Mon day 29 th November 20 2 1 . Onlin e : www.vo tingon line.com.au/c do agm20 2 1 Address: Boardroom Pty Limited Level 12 225 George Street Sydney NSW 2000 Postal address: Bo ardroom Pty Limited G PO Box 3993 Sydney NSW 2001 Fax n umber : +61 2 9290 9655 A form of proxy is prov ided wi th this Notice. Entitlement to Vote In accordance with section 1074E(2)(g)(i) of the Corporation s Act and regulation 7.11.37 of the Corp orations Regulations, the Co mp any has determined tha t for th e p urpose s of the meet ing all shares in the capital of the Company will be taken to be held by the persons who held them as registered holders at 7.00pm ( AE DT ) on Mon day 29 th November 20 2 1 . Accordingly, share transfers regis tered aft er that time wi ll be di sregarded in determi ning entitlements to vote at the Meetin g. By orde r of the Board Mr Karl Siegling Chairman 2 6 October 20 2 1 Cadence Opportunities Fund Limited ABN 37 627 359 166 Explanatory Memor andum This Explanatory Memorand um relate s to the An nual General Meeting of the Company to be h eld vi r tually on Wednesday 1st D ec embe r 20 2 1 at 2:30pm ( AE DT ). Item 1: Financial Statements and Report s This item allows members the op portunity to consider th e Financial Statements, Director s' Re port and Auditor ’s Rep ort of the Company. Under Sec tion 3 17 of t he Corporations Act the Company is required to lay t hese reports that together comprise the Compa ny's Annual Report before its memb ers at its Annual Genera l Meeting. Item 2 : Adoption of Re mun erat ion Report Resolu tion 1 provides members the o pportu nity to vote on the Company's Remunerat ion Report. Under Se ction 250R(2) of the Corporations Act, the Co mpany must put the adoption of its Remuneration Report to the vote at its Annual General M ee tin g. T he Remuneration Re port is contained in the Dire ctors' Report . This vote is advisory only and does not bind the D irectors or the Company. The board will cons ider the outcome of the vote and c omments made by sharehol ders on the remuneration report at th is m eeting when review ing the Company's remuneratio n poli cies. I f 25% or more of the votes that are cast are voted a gainst the adoption of the remuneration repor t at two consecutive annual genera l meetings shareholders will be required to vote at the se con d of those annual gene ral meetings on a resolution (a ‘sp ill res olution’ ) that another meeting b e held within 90 day s at which all of the Company's directors oth er than the managing director must go up for election. The spill resolution is an ordinary r eso luti on. In respect of the Remuneration Report Reso lution , key m anagement personnel (whose remun eration details are included in the Remuneration Report) and thei r closely related parties must not cast a vote on the remu neration report . Key management p ers onne l of the Company a re identified as the Chairman and D irector s of the Company. Their closely related parties are defined in the Corporations Act 2001 and incl ude certain of their family member s, dependants and compan ies they control. However, such a pe rson may cast a vote o n this item as a proxy for a person who is permitted to vote if: – the app ointment of the prox y specifies the way in which the proxy is to vote on the resolution; or – such a person is the Chairman of the AGM, and the appointment o f t he p roxy expressly aut horises the Chairman of the A GM to exercis e the undirected proxies even if the resolution is c onnected with the remuneration of a member of the KMP. The Chairman of the AGM intends to vote undirec ted proxies in favour of this it em . Item 3 : Re - election of Director – Ms. Susan Oakes Pur suant t o the Company's constitution Ms. Susan Oakes will ret ire and seeks re - election. Item 3 provides f or the re - election of Ms. Susan Oakes . Item 4 : E lection of Director – M s . Jolanta Masojada Pur suant t o the Company's constitution Ms. Jolanta Masojada will ret ire and seek election. Item 4 provides for the election of Ms. Jolanta Masojada . Jolanta Masojada is Principal of MasMarket Advisers, providing strategic investor relations and communica tions adv ice to listed companies. She has more than 25 years’ experience in financial markets and equity research in the media and technology sectors in Australia and the US. Jolanta was formerly Director Equity Research at Credit Suisse and Deutsche Bank, with pre vious roles at Macquarie Bank and Pierson Sal. Oppenheim in New York. Jolanta is a graduate of the Univer sity of KwaZulu - Natal and Cambridge University. She is a Non - Executive Director of Bailador Technology Invest ments (ASX:BTI), a fellow of the Financia l Services Institute of Australasia, a graduate of the Australian Institute of Company Directors and a Cer tified Investor Relations Officer (CIRO) of the Australasian Investor Relations Association (AIRA).
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