G8 Education Limited · ASX:GEM
G8 Education — Shareholder Meeting (June 2020)
35 slides from G8 Education's shareholder meeting presentation, Jun 17, 2020
Slide 1: 2020 AGM – Chairman and Managing Director Address & Presentation
ASX Announcement G8 Education Limited (ASX:GEM) 17 June 2020 Market Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam 2020 AGM – CHAIRMAN AND MANAGING DIRECTOR ADDRESS & PRESENTATION Attached are the following documents to be presented at G8 Education Limited’s 2020 An
Slide 2: Chairman's Address
ASX Announcement G8 Education Limited (ASX:GEM) 2020 AGM – CHAIRMAN’S ADDRESS Mark Johnson Fellow shareholders, I would like to formally welcome you to the 2020 Annual General Meeting for G8 Education Limited. Let me start by thanking you for your understanding regarding the changes we have had to m
Slide 3: Managing Director's Address
ASX Announcement G8 Education Limited (ASX:GEM) Gary will provide more detail on the impacts of COVID-19 and our response, but I would like to note that during this period, Gary and the management team have worked closely with the Board to devise, update and implement comprehensive plans that have e
Slide 4: Board of Directors
ASX Announcement G8 Education Limited (ASX:GEM) The Board appointed Peter Trimble as Non-Executive Director on 13 May 2020, following an extensive non-executive director search and recruitment process. Peter’s significant financial, risk management and strategic expertise across several industries,
Slide 5: Strategic Focus
ASX Announcement G8 Education Limited (ASX:GEM) Our strategic focus from a team member perspective is to provide a compelling employment offer, covering career pathways and training, as well as market-leading benefits, reward and recognition programs. As part of a values-based, purpose-driven cultur
Slide 6: Capital Expenditure and Cost Savings
ASX Announcement G8 Education Limited (ASX:GEM) Given the heightened uncertainty as to the duration of the lockdowns and the ultimate impact on the broader economy, we decided that it would be prudent to defer non-critical projects thereby reducing our capital expenditure for the 2020 financial year
Slide 7: Impairment Review
ASX Announcement G8 Education Limited (ASX:GEM) Any impairment will be non-cash in nature and will have no impact on the Company’s debt facilities or compliance with its banking covenants. It also provides the Group with more flexibility with respect to how it manages those underperforming assets. T
Slide 8: Annual General Meeting
Annual General Meeting G8 Education Limited (ASX:GEM) 17 June 2020
Slide 9: Disclaimer
DISCLAIMER G8 Education Limited advises that these presentation slides and any related materials and cross referenced information, contain forward looking statements which may be subject to significant uncertainties outside of G8 Education Limited’s control. No representation is made as to the accur
Slide 10: G8 Education – Board of Directors
G8 EDUCATION – BOARD OF DIRECTORS Mark Johnson Gary Carroll Julie Cogin Chairman & Non-Executive Director CEO & Managing Director Non-Executive Director Susan Forrester David Foster Peter Trimble Margaret Zabel Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Direct
Slide 11: Chairman's Address
CHAIRMAN’S ADDRESS 2
Slide 12: Managing Director's Address
MANAGING DIRECTOR’S ADDRESS 2 5
Slide 13: Managing Director's Address
MANAGING DIRECTOR’S ADDRESS 1. Overview of the 2019 year 2. Response to COVID-19 3. Trading performance 6
Slide 14: Overview of the 2019 year
MANAGING DIRECTOR’S ADDRESS 1. Overview of the 2019 year o Family Experience o Team Members o Centre Network o Financials 7
Slide 15: Response to COVID-19
MANAGING DIRECTOR’S ADDRESS 2. Response to COVID-19 o Immediate Response o Health & Safety o Continuity of Operations o Engagement with Families o Business Continuity o Established Governance Structure o Liquidity & Financial Flexibility o Management of Capital & Costs 8
Slide 16: Trading Performance
MANAGING DIRECTOR’S ADDRESS 3. Trading performance o Current booked occupancy 65% o Current attendance 53% o Half Year Results – 24 August 2020 9
Slide 17: Procedural Matters
PROCEDURAL MATTERS 2 10
Slide 18: How to Ask Questions
HOW TO ASK QUESTIONS 1. Click “Ask a Question” 2. Select the item of business from the drop-down menu and type your question in the space provided 3. Once you have typed your question, click “Submit Question” 11
Slide 19: How to Vote
HOW TO VOTE 1. Click “Get a Voting Card” 2. Enter your Shareholder Number (SRN/HIN) or Proxy Number and click “Submit Details and Vote” 3. Fill out your voting card for each item of busines 4. Click “Submit Vote” or “Submit Partial Vote” 12
Slide 20: Business of Meeting
BUSINESS OF MEETING 2 13
Slide 21: Item 1 – Annual Reports
ITEM 1 – ANNUAL REPORTS To receive and consider the Company’s Annual Financial Report, Directors’ Report and Auditors’ Report for the financial year ended 31 December 2019. There is no vote on this item. 14
Slide 22: Resolution 1 – Remuneration Report
RESOLUTION 1 – REMUNERATION REPORT To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution in accordance with section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act): ‘That the Remuneration Report for the year ended 31 December 2019 be adopte
Slide 23: Resolution 1 – Remuneration Report
RESOLUTION 1 – REMUNERATION REPORT Votes For 470,947,085 85.75% Votes Against 77,042,267 14.03% Open Proxies held by the Chairman 752,937 (to be voted at Chairman’s Discretion) 0.14% Open Proxies held by other Proxy-holders 488,411 (to be voted at that Proxy-holder’s discretion) 0.09% Votes Abstain
Slide 24: Resolution 2 – Re-election of a Director
RESOLUTION 2 – RE-ELECTION OF A DIRECTOR PROFESSOR JULIE COGIN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: ‘That Professor Julie Cogin who, having been re-elected on 20 April 2018 as a Director in accordance with the Company’s constitution, retires as
Slide 25: Resolution 2 – Re-election of a Director
RESOLUTION 2 – RE-ELECTION OF A DIRECTOR PROFESSOR JULIE COGIN Votes For [insert] 546,036,571 99.30% Votes Against [insert] 2,611,991 0.48% Open Proxies held by the Chairman [insert] 745,071 (to be voted at Chairman’s Discretion) 0.14% Open Proxies held by other Proxy-holders [insert] 488,411 (to be
Slide 26: Resolution 3 – Election of a Director
RESOLUTION 3 – ELECTION OF A DIRECTOR PETER TRIMBLE To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Mr Peter Trimble who, having been appointed by the Board as a Director on 13 May 2020, retires in accordance with the Company’s constitution and ASX
Slide 27: Resolution 3 – Election of a Director
RESOLUTION 3 – ELECTION OF A DIRECTOR PETER TRIMBLE Votes For 545,027,420 99.14% Votes Against 3,452,277 0.63% Open Proxies held by the Chairman 776,275 (to be voted at Chairman’s Discretion) 0.14% Open Proxies held by other Proxy-holders 488,411 (to be voted at that Proxy-holder’s discretion) 0.09%
Slide 28: Resolution 4 – Executive Incentive Plan Approval
RESOLUTION 4 – G8 EDUCATION EXECUTIVE INCENTIVE PLAN APPROVAL To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and in accordance with Listing Rule 7.2 (Exception 13) and for all other purposes, the G8 Education E
Slide 29: Resolution 4 – Executive Incentive Plan Approval
RESOLUTION 4 – G8 EDUCATION EXECUTIVE INCENTIVE PLAN APPROVAL Votes For [insert] 469,747,213 85.49% Votes Against [insert] 78,574,731 14.30% Open Proxies held by the Chairman [insert] 694,475 (to be voted at Chairman’s Discretion) 0.13% Open Proxies held by other Proxy-holders [insert] 488,411 (to b
Slide 30: Resolution 5 – Issue of Performance Rights
RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That approval be given: • for the purposes of Listing Rule 10.14 and for all other purposes, to the grant of 520,0
Slide 31: Resolution 5 – Issue of Performance Rights
RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR Votes For 540,047,204 98.27% Votes Against 8,249,579 1.50% Open Proxies held by the Chairman 744,730 (to be voted at Chairman’s Discretion) 0.14% Open Proxies held by other Proxy-holders 488,411 (to be voted
Slide 32: Resolution 6 – Ratification of Shares Issued
RESOLUTION 6 – RATIFICATION OF SHARES ISSUED To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 100,402,240 Shares which were issued by way of an in
Slide 33: Resolution 6 – Ratification of Shares Issued
RESOLUTION 6 – RATIFICATION OF SHARES ISSUED Votes For 409,425,541 99.01% Votes Against 2,783,565 0.67% Open Proxies held by the Chairman 824,074 (to be voted at Chairman’s Discretion) 0.20% Open Proxies held by other Proxy-holders 488,411 (to be voted at that Proxy-holder’s discretion) 0.12% Votes
Slide 34: How to Vote
HOW TO VOTE 1. Click “Get a Voting Card” 2. Enter your Shareholder Number (SRN/HIN) or Proxy Number and click “Submit Details and Vote” 3. Fill out your voting card for each item of busines 4. Click “Submit Vote” or “Submit Partial Vote” 27
Slide 35: Annual General Meeting
Annual General Meeting G8 Education Limited (ASX:GEM) 17 June 2020