hipages Notice of AGM 2023 and Proxy Form
Released
Released
Announcement PDF
Notice of 2023
Annual General Meeting
Meeting date: Thursday 9 November 2023
Time: 10.00am (AEDT)
hipages Group Holdings Limited
ABN 67 644 430 839
Notice of 2023
Annual General Meeting
Notice is given that the Annual General Meeting (AGM)
of hipages Group Holdings Limited ACN 644 430 839 (hipages)
will be held on:
Date:
Thursday 9 November 2023
Time:
10.00am (AEDT)
The AGM will be held as a virtual meeting in accordance with
rule 13.7(b) of the hipages Constitution.
Virtual attendance
Shareholders can attend the AGM virtually using Link Group’s
Online Platform at https://meetings.linkgroup.com/HPG23
Asking questions
Shareholders can register questions before the AGM (see details
on page 5) or submit questions during the AGM using Link
Group’s Online Platform or by calling 1800 497 114 (Conference
call number) or +61 2 9189 1123 (International number).
Voting
Shareholders can vote before the AGM (see details on page 5) or
vote during the AGM using Link Group’s Online Platform.
For further information on Link Group’s Online Platform is
available in the Online Platform Guide at
https://ecomms.linkgroup.com/images/Link/pdf/HPG%20
Virtual%20Meeting%20Guide%20FINAL.pdf.
ii | Notice of Annual General Meeting hipages Group
Items of business
1.
Financial Statements and Reports
To receive and consider the Financial Report, the Directors’ Report
and the Auditor’s Report for the year ended 30 June 2023.
Note: this item of business is for discussion only and is not
a resolution.
2.
Remuneration Report
To consider and, if thought fit, to pass the following resolution as a
non-binding ordinary resolution:
“To adopt the Remuneration Report for the year ended 30 June 2023.”
Note: this item of business is advisory only and does not bind the
directors or hipages.
3. Election of Independent Non-Executive
Director: Kate Mills
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That Kate Mills, being eligible, be elected as a director of hipages
Group Holdings Limited in accordance with rule 3.3 of the hipages
Constitution”.
4. Election of Independent Non-Executive
Director: Adir Shiffman
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That Adir Shiffman, being eligible, be elected as a director of
hipages Group Holdings Limited in accordance with rule 3.3 of the
hipages Constitution”.
6. Re-election of Independent Non-Executive
Chair: Inese Kingsmill
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That Inese Kingsmill, being eligible, be re-elected as a director of
hipages Group Holdings Limited in accordance with rule 3.6 of the
hipages Constitution”.
7. Re-election of Non-Executive Director:
Nicholas Gray
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That Nicholas Gray, being eligible, be re-elected as a director of
hipages Group Holdings Limited in accordance with rule 3.6 of the
hipages Constitution”.
8. Grant of deferred equity component
of Chief Executive Officer,
Roby Sharon-Zipser’s STI award for FY2023
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and all other
purposes, the grant of 44,281 performance rights, and any shares
issued on the vesting and exercise of performance rights, to RSZ
Pty Ltd atf RSZ Trust, an entity controlled by Chief Executive Officer,
Roby Sharon-Zipser, representing the deferred equity component of
Roby Sharon-Zipser’s Short Term Incentive (STI) award for FY2023 in
accordance with hipages Management Equity Plan and as described
in the Explanatory Notes, be approved.”
5. Election of Independent Non-Executive
Director: Kate Hill
9. Grant of Chief Executive Officer,
Roby Sharon-Zipser’s LTI entitlement for
FY2024
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That Kate Hill, being eligible, be elected as a director of hipages
Group Holdings Limited in accordance with rule 3.3 of the hipages
Constitution”.
“That, for the purpose of ASX Listing Rule 10.14 and all other
purposes, the grant of 273,516 performance rights, and any shares
issued on the vesting and exercise of performance rights, to RSZ
Pty Ltd atf RSZ Trust, an entity controlled by Chief Executive Officer,
Roby Sharon-Zipser representing Roby Sharon-Zipser’s Long Term
Incentive (LTI) entitlement for FY2024 in accordance with hipages
Management Equity Plan and as described in the Explanatory Notes,
be approved.”
hipages Group Notice of Annual General Meeting | 1
Items of business
10. Grant of Director Equity Entitlement to
Independent Non-Executive Director,
Kate Mills
12. Grant of Director Equity Entitlement to
Independent Non-Executive Director,
Kate Hill
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
To consider and, if thought fit, to pass the following resolution as
ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and all other
purposes, the annual grant of Director Equity Entitlements
(including for less than a year served, at the Board’s discretion
such number of entitlements calculated on a pro-rata basis), and
any shares on vesting and exercise of Director Equity Entitlements,
valued at $30,000 to Independent Non-Executive Director, Kate
Mills in accordance with the hipages Management Equity Plan and
as described in the Explanatory Notices, be approved for the next
three years.
“That, for the purpose of ASX Listing Rule 10.14 and all other
purposes, the annual grant of Director Equity Entitlements
(including for less than a year served, at the Board’s discretion
such number of entitlements calculated on a pro-rata basis), and
any shares on vesting and exercise of Director Equity Entitlements,
valued at $30,000 to Independent Non-Executive Director, Kate
Hill in accordance with the hipages Management Equity Plan and
as described in the Explanatory Notices, be approved for the next
three years.
11. Grant of Director Equity Entitlement to
Independent Non-Executive Director,
Adir Shiffman
13.
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and all other
purposes, the annual grant of Director Equity Entitlements
(including for less than a year served, at the Board’s discretion
such number of entitlements calculated on a pro-rata basis), and
any shares on vesting and exercise of Director Equity Entitlements,
valued at $30,000 to Independent Non-Executive Director, Adir
Shiffman in accordance with the hipages Management Equity Plan
and as described in the Explanatory Notices, be approved for the
next three years.
hipages Management Equity Plan
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
That, for the purpose of ASX Listing Rule 7.2 (Exception 13(b)) and
all other purposes, that the hipages Management Equity Plan as
described in the Explanatory Notes, be approved.
14.
hipages Employee Equity Plan
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:
That, for the purpose of ASX Listing Rule 7.2 (Exception 13(b)) and all
other purposes, that the hipages Employee Equity Plan as described
in the Explanatory Notes, be approved.
By order of the Board
Kylie Quinlivan
General Counsel & Company Secretary
9 October 2023
2 | Notice of Annual General Meeting hipages Group
Information for shareholders
Voting exclusions
If you appoint the Chair of the meeting as your proxy on resolutions 2, 8, 9, 10, 11, 12, 13 or 14 or the Chair of the meeting is appointed your
proxy by default, and you do not direct your proxy how to vote on that resolution, you will be expressly authorising the Chair to exercise
your proxy even though that resolution is connected directly or indirectly with the remuneration of Key Management Personnel (KMP).
Resolution 2
A vote on resolution 2 must not be cast (in any capacity) by or on behalf of:
•
a member of KMP details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2023; or
•
a closely related party of such a KMP.
However, a person described above may cast a vote on resolution 2 as proxy if the vote is not cast on behalf of a person described above
and either:
•
the proxy appointment is in writing that specifies the way the proxy is to vote on the resolution; or
•
the vote is cast by 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 of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with
the remuneration of a member of KMP.
Resolution 8 to 12 (inclusive)
hipages will disregard any votes cast in favour of resolutions 8 to 12 (inclusive) by or on behalf of:
•
a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in hipages Management Equity Plan; or
•
an associate of that person or those persons.
However, this does not apply to a vote cast in favour of resolutions 8 to 12 (inclusive) by:
•
a person as proxy or attorney for a person entitled to vote on resolutions 8 to 12 (inclusive) in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
•
the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction
given to the chair to vote on the resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met:
–
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 resolutions 8 to 12 (inclusive); and
–
the holder votes on resolutions 8 to 12 (inclusive) in accordance with directions given by the beneficiary to the holder to vote in
that way.
In accordance with section 250BD of the Corporations Act, a vote must not be cast on resolutions 8 to 12 (inclusive) 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.
hipages Group Notice of Annual General Meeting | 3
Information for shareholders continued
Resolution 13
hipages will disregard any votes cast in favour of resolutions 13 by or on behalf of:
•
a person who is eligible to participate in hipages Management Equity Plan; or
•
an associate of that person or those persons.
However, this does not apply to a vote cast in favour of resolution 13 by:
•
a person as proxy or attorney for a person entitled to vote on resolution 13 in accordance with directions given to the proxy or
attorney to vote on the resolution in that way; or
•
the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction
given to the chair to vote on the resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met:
–
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 13; and
–
the holder votes on resolution 13 in accordance with directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a vote must not be cast on resolution 13 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.
Resolution 14
hipages will disregard any votes cast in favour of resolutions 14 by or on behalf of:
•
a person who is eligible to participate in hipages Employee Equity Plan; or
•
an associate of that person or those persons.
However, this does not apply to a vote cast in favour of resolution 14 by:
•
a person as proxy or attorney for a person entitled to vote on resolution 14 in accordance with directions given to the proxy or
attorney to vote on the resolution in that way; or
•
the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction
given to the chair to vote on the resolution as the chair decides; or
•
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
conditions are met:
–
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 14; and
–
the holder votes on resolution 14 in accordance with directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a vote must not be cast on resolution 14 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.
Other information
Apart from item 1 (which does not require a vote), all resolutions will be voted on by a poll.
A shareholder is eligible to vote at the AGM if they are registered as a holder of shares in hipages at 7.00pm (AEDT) on Tuesday,
7 November 2023.
4 | Notice of Annual General Meeting hipages Group
Virtual meeting
hipages 2023 AGM will be held virtually in accordance with rule 13.7(b) of the hipages Constitution and there will be no physical meeting
to attend.
You can attend virtually, ask questions and vote at hipages 2023 AGM using Link Group’s Online Platform.
Shareholders are strongly encouraged to lodge a proxy vote before the AGM (see section: Voting before the AGM below).
Shareholder questions
If you are entitled to vote at the AGM, you may submit written questions for hipages or the Auditor before the AGM. Please ensure that
your written questions are emailed to investor@hipagesgroup.com.au by 5.00pm (AEDT) on Thursday, 2 November 2023.
You may also submit your questions and comments in writing during the AGM using Link Group’s Online Platform or verbally by calling
1800 497 114 (Conference call number) or +61 2 9189 1123 (International number).
The Chair will endeavour to address all relevant questions and comments during the AGM.
The Auditor will also be in attendance at the AGM and will be available to answer questions relevant to the audit and the Auditor’s Report.
Appointing proxies and powers of attorney
If you are entitled to vote at the AGM, you can appoint a proxy or attorney to attend and to vote on your behalf (see below). A proxy or
attorney does not need to be a hipages shareholder and may be an individual or a body corporate.
If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each
proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes.
If you wish to appoint two proxies, please contact the Link Group Share Registry on 1300 554 474 (within Australia) or +61 1300 554 474
(outside Australia).
Voting before the AGM
You are encouraged to submit a proxy vote before the AGM. You may lodge your proxy vote online using the Link Group Investor Centre at
the address below by 10.00am (AEDT) on Tuesday, 7 November 2023.
Online: https://investorcentre.linkgroup.com
If a shareholder is unable to complete an online proxy appointment, a proxy form can be requested by contacting the Link Group Share
Registry on 1300 554 474 (within Australia) or +61 1300 554 474 (outside Australia). Completed proxy forms (together with any authority
under which the proxy was signed or a certified copy of the authority) must be received by the Link Group Share Registry no later than
10.00am (AEDT) on Tuesday, 7 November 2023, by post or fax.
By post: hipages Group Holdings Limited, c/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235.
By hand: Link Market Services Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150.
Voting at the AGM
Shareholders can vote during the AGM using Link Groups Online Platform at https://meetings.linkgroup.com/HPG23
Shareholders are strongly encouraged to lodge a proxy vote before the AGM.
For further information about how to register and vote at the hipages AGM, please refer to the Registration and Voting Guide available at
https://ecomms.linkgroup.com/images/Link/pdf/HPG%20Virtual%20Meeting%20Guide%20FINAL.pdf.
hipages Group Notice of Annual General Meeting | 5
Information for shareholders continued
Voting by proxies
Under the Corporations Act, if the proxy form directs the proxy how to vote on a particular resolution:
•
a proxy who is not the Chair of the meeting does not need to vote but if the proxy does vote, the proxy must vote as directed (subject
to any applicable voting restrictions); and
•
if the proxy is the Chair of the meeting, the proxy must vote and must vote as directed.
Default to the Chair of the meeting
If:
•
a shareholder has appointed a proxy other than the Chair of the meeting and the appointment of the proxy directs the proxy how to
vote on the resolution; and
•
the shareholder’s proxy either does not attend the AGM or attends the AGM but does not vote on the resolution,
then the Chair of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that
shareholder for the purposes of voting on that resolution. In these circumstances, the Chair of the meeting must vote in accordance with
the written direction of the shareholder.
Voting intention of the Chair
Where entitled to do so, and subject to the voting restrictions set out on page 3 and 4, the Chair intends to vote all undirected proxies in
favour of resolutions 2 to 14 (inclusive).
Powers of attorney
If you have appointed an attorney to attend and vote at the AGM, or if your proxy form is signed by an attorney, you must provide the
power of attorney (or a certified copy of the power of attorney) to the Share Registry before 10.00am (AEDT) on Tuesday, 7 November 2023
unless this document has been previously lodged with the Share Registry.
You may deliver the power of attorney to the Share Registry by post or by hand using the details provided in the section: Voting before the
AGM above.
Corporate representatives
A corporate shareholder may appoint a person to act as its representative. The representative must provide a properly executed
letter or other document, such as an Appointment of Corporate Representative form, confirming that they are authorised to act
as the shareholder’s representative at the AGM. The document must be provided to the Share Registry before 10.00am (AEDT) on
Tuesday, 7 November 2023. Shareholders can obtain an “Appointment of Corporate Representative” form by calling the Share Registry
on 1300 554 474 (within Australia) and +61 1300 554 474 (outside Australia).
6 | Notice of Annual General Meeting hipages Group
Explanatory Notes
Item 1 - Financial Statements and Reports
The Corporations Act requires that the Financial Report, the Directors’ Report and Auditor’s Report be considered at the AGM.
Shareholders are not required to vote on these reports.
The Chair of the meeting will give shareholders a reasonable opportunity to ask questions and make comments on the management of
hipages. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the
content of the Auditor’s Report.
Item 2 - Remuneration Report
The FY2023 Remuneration Report sets out hipages’ executive remuneration framework, the link between hipages’ performance and
executive remuneration outcomes and remuneration arrangements of hipages’ directors and other KMP for FY2023.
The FY2023 Remuneration Report is included in hipages’ 2023 Annual Report which is available on hipages’ website at
https://hipagesgroup.com.au/investor-centre/.
The Chair of the meeting will give shareholders a reasonable opportunity to ask questions about or make comments on the FY2023
Remuneration Report.
The vote on the FY2023 Remuneration Report is advisory and will not bind hipages or its directors. However the Board will take the
outcome of the vote into consideration when reviewing the future remuneration policies and practices of hipages.
Noting that each director has a personal interest in their own remuneration from hipages, as described in the Remuneration Report,
the Board recommends that shareholders vote in favour of adopting the resolution.
Item 3 - Election of Kate Mills
Kate Mills was appointed as a director by the Board on 1 December 2022 and, being eligible, offers herself for election in accordance with
article 3.3 of hipages’ Constitution.
Kate is an independent non-executive director. She is Chair of the Remuneration and Nominations Committee and a member of the Audit
and Risk Committee.
Kate brings depth of experience in commercial transactions, capital markets, and governance. Kate is a commercial lawyer with more
than 25 years’ experience in private practice and corporate roles, specialising in capital markets, public and private mergers and
acquisitions, and corporate governance.
Kate is currently a Partner at Gadens law firm and Chair of Biennale of Sydney Ltd. She was formerly a Partner at King and Wood
Mallesons, general counsel at iSelect Ltd, general counsel at government body FASEA, senior in-house counsel to ASX (market and listing
rules enforcement) and was a senior policy advisor to the Federal Treasury, including as Head of the ASIC Enforcement Review Taskforce.
Kate was also formerly director of ICLC Foundation Ltd and Refugee Advice & Casework Service.
The Board reviewed its performance and the performance of the Board Committees in FY2023, as described in hipages Corporate
Governance Statement. Based on this performance review, the Board assess Kate Mills to be an effective Chair of the Remuneration and
Nominations Committee and an important contributor to the Board.
The Board (other than Kate Mills because of her interest in this resolution) recommends that shareholders vote in favour of
this resolution.
hipages Group Notice of Annual General Meeting | 7
Explanatory Notes continued
Item 4 - Election of Adir Shiffman
Adir Shiffman was appointed as a director by the Board on 7 July 2023 and, being eligible, offers himself for election in accordance with
article 3.3 of hipages’ Constitution.
Adir is an independent non-executive director. He is a member of the Remuneration and Nominations Committee.
Adir brings a strong track record of entrepreneurial success and a deep knowledge of technology and internet businesses. Adir
is an accomplished technology sector founder, investor, and the Executive Chairman of ASX-listed global athlete analytics business
Catapult Sports (ASX: CAT). A registered medical practitioner with a particular interest in subscription software, e-commerce and
health technology, he has advised many of Australia’s largest companies, startups and early-stage companies on their online strategy
and execution.
The Board considers that Adir’s unique experience and skillset will add further capability to our Board as the Company enters its next
phase of growth.
The Board (other than Adir Shiffman because of his interest in this resolution) recommends that shareholders vote in favour of
this resolution.
Item 5 - Election of Kate Hill
Kate Hill was appointed as a director by the Board on 25 August 2023 and, being eligible, offers herself for election in accordance with
article 3.3 of hipages’ Constitution.
Kate is an independent non-executive director. She is Chair of the Audit and Risk Committee.
Kate brings to the Board extensive financial management and public company director experience. Kate is an accountant with over 30
years’ experience working with listed and private companies, including over 20 years as an audit partner with Deloitte Australia. She held
a variety of leadership and executive roles within Deloitte including serving on the Board of Partners of the Australian firm.
The Board considers that Kate’s experience as a public company director, her strong accounting background and capital market
experience will further strengthen the capability of the board.
The Board (other than Kate Hill because of her interest in this resolution) recommends that shareholders vote in favour of
this resolution.
Item 6 – Re-election of Inese Kingsmill
Inese Kingsmill was first appointed as a director on 1 October 2020 and was elected Chair on 25 August 2022. Inese, being eligible, offers
herself for re-election in accordance with article 3.6 of hipages’ Constitution.
Inese is an independent non-executive Chair. Until 1 December 2022, she was Chair of the Remuneration and Nominations Committee
and is a continuing member of this Committee and the Audit and Risk Committee.
Inese brings a growth-focus and customer orientation to the Board from a 25-year career with leadership experience at Microsoft,
Telstra and Virgin Australia. Inese has been involved with, and led, major transformations in a range of scenarios including enterprisewide restructuring, culture change, digital transformations, customer experience and design, brand relaunches and re-positioning, as
well as developing fit-for-purpose operating models.
Inese is also currently a non-executive director of NobleOak Life (ASX: NOL) and BigTinCan (ASX: BTH).
8 | Notice of Annual General Meeting hipages Group
Item 6 – Re-election of Inese Kingsmill continued
The Board reviewed its performance and the performance of the Board Committees in FY2023, as described in hipages Corporate
Governance Statement. Based on this performance review, the Board assess Inese Kingsmill to be an effective Chair and an important
contributor to the Board.
The Board (other than Inese Kingsmill because of her interest in this resolution) recommends that shareholders vote in favour of
this resolution.
Item 7 – Re-election of Nicholas Gray
Nicholas was first appointed as a director on 2 October 2020 and is a current member of the Remuneration and Nominations Committee.
Nicholas, being eligible, offers himself for re-election in accordance with article 3.6 of hipages’ Constitution.
Nicholas is the nominee director for News Corp Australia (News), a substantial shareholder in hipages, where he currently serves as the
Managing Director of Tech Networks and Subscriptions. Past roles at News include CEO of The Australian, MD of Vogue and the Director of
Transformation for News. He is a Director (and former Chair) of ThinkNewsBrands and a Non-Executive Director of UNSW Foundation.
Nicholas brings strategy, finance and sales acumen to the Board from his current and prior experiences at News, ninemsn, Lion Co, as well
as investment banking experience at Citi and Macquarie Bank.
The Board reviewed its performance and the performance of the Board Committees in FY2023, as described in hipages Corporate
Governance Statement. Based on this performance review, the Board assess Nicholas Gray to be an effective director and an important
contributor to the Board.
The Board (other than Nicholas Gray because of his interest in this resolution) recommends that shareholders vote in favour of
this resolution.
Items 8 to 12 (inclusive) – Issue of Equity Securities
Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an
employee incentive scheme:
•
a director of the company;
•
an associate of a director of the company; or
•
a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion,
the acquisition should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The proposed issue of performance rights set out in:
•
resolutions 8 and 9 to Roby Sharon-Zipser;
•
resolution 10 to Kate Mills;
•
resolution 11 to Adir Shiffman; and
•
resolution 12 to Kate Hill,
fall within Listing Rule 10.14.1 and therefore require the approval of hipages’ shareholders under Listing Rule 10.14.
hipages Group Notice of Annual General Meeting | 9
Explanatory Notes continued
Item 8 - Grant of deferred equity component of FY2023 short term incentive (STI) to
Chief Executive Officer, Roby Sharon-Zipser
Resolution 8 seeks
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