oOh!media Limited ABN 69 602 195 380
8 April 2022
ASX Release
NOTICE OF 2022 ANNUAL GENERAL MEETING
oOh!media Limited (ASX:OML) (oOh! or Company) attaches its 2022 Notice of Annual General Meeting, Voting Form and Question Form.
This announcement has been authorised for release to the ASX by the Board of Directors.
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Investor Relations contact: | Media contact: |
Martin Cole | Tim Addington |
0403 332 977 | 0405 904 287 |
investors@oohmedia.com.au | tim.addington@tagpr.com.au |
About oOh!media |
oOh!media is a leading Out of Home media company that is enhancing public spaces through the creation of engaging environments that help advertisers, landlords, leaseholders, community organisations, local councils and governments reach large and diverse public audiences.
The Company's extensive network of more than 37,000 digital and static asset locations includes roadsides, retail centres, airports, train stations, bus stops, office towers, cafes, bars and universities.
Listed on the ASX, oOh! employs around 800 people across Australia and New Zealand and had revenues of $504 million in 2021. It also owns the Cactus printing business.
The Company invests heavily in technology and is pioneering the use of sophisticated data techniques that enable clients to maximise their media spend through unrivalled and accurate audience targeting. Find out more at oohmedia.com.au
oOh!media Limited - Level 2, 73 Miller Street, North Sydney, NSW Australia 2060
oOh!media Limited
ACN 602 195 380
Notice of Meeting for the Annual General Meeting and Explanatory Statement
to be held on
Thursday, 12 May 2022 at 11.00 am
Venue:
In-person: Level 2, 73 Miller Street, North Sydney, 2060 and Virtual:https://meetings.linkgroup.com/OML22
oOh!media Limited
ACN 602 195 380
Level 2, 73 Miller Street North Sydney NSW 2060
Australia
T +61 (0)2 9927 5555 F +61 (0)2 9927 5599
8 April 2022
Dear Shareholder
I enclose a Notice of Meeting for the Annual General Meeting (AGM or Meeting) of oOh!media Limited, to be held as a combination of an in-person meeting and virtual meeting on Thursday, 12 May 2022 at 11.00am (AEST). Please also find attached a Voting Form and Question Form.
The Board has decided to hold the Meeting as a combination of in-person and virtual to ensure maximum shareholder participation.
The Chair will use his authority under the Constitution to take any action he considers appropriate to protect the safety of shareholders and staff attending the Meeting, which may include making changes to the Meeting format and restricting in-person attendee numbers if required.
In addition, the Chair, with the support of the Board, has made the decision that all attendees must provide proof of their up-to-date vaccination status (double vaccinated and boosted) or medical exemption to attend the AGM in-person at oOh!media's offices. This aligns with internal policies for all those attending oOh!media offices. Shareholders who cannot or do not want to provide evidence of vaccination or medical exemption are encouraged to attend the AGM through the online platform.
Shareholders can attend the Meeting in-person at oOh!media Limited's offices, Level 2, 73 Miller Street, North Sydney, 2060 or virtually through our online platform:https://meetings.linkgroup.com/OML22.
Shareholders attending virtually can participate in the Meeting through the online platform by:
• joining the online Meeting in real time;
• asking questions of the Directors or our external auditor before the Meeting using the Question Form enclosed with the Notice of Meeting, by asking questions through the online platform during the Meeting, or by lodging questions online at:https://www.linkmarketservices.com.au;
• voting on the resolutions to be considered at the Meeting either by lodging the enclosed Voting Form before the Meeting or by direct voting during the online meeting,
or by a combination of these steps.
More information regarding virtual Meeting attendance can be found in the Online Meeting Guide available on the oOh!media investor sitehttps://investors.oohmedia.com.au/.
If shareholders cannot attend the Meeting, they are encouraged to lodge a Voting Form and Question Form ahead of the meeting. Instructions are on the forms attached to this Notice.
The 2021 Annual Report can be accessed on our websitewww.oohmedia.com.au, on the "Results & Reports" page under the "Investors" tab. If you have previously elected to receive a hard copy of the Annual Report, you will shortly receive a copy. This announcement has been authorised for release to the market by the Board.
Yours sincerely
Tony Faure Chair
1
Notice of Annual General Meeting
Notice is given that the 2022 Annual General Meeting of the shareholders of oOh!media Limited (the Company or oOh!media) will be held on Thursday, 12 May 2022 at 11:00am Sydney time, as a hybrid meeting, being a combination of an in-person meeting and a virtual meeting via an online platform.
In-person attendance:
Level 2, 73 Miller Street, North Sydney, 2060
Registration will commence at 10.00am. Please bring your Voting Form with you to facilitate registration.
As noted above, all in-person attendees must provide proof of up-to-date vaccination status or medical exemption.
Virtual attendance:https://meetings.linkgroup.com/OML22
It is recommended that you login through the online platform from 10:30am Sydney time.
The Explanatory Notes and the Voting Form accompanying this Notice of Meeting are incorporated in, and comprise part of, this Notice of Meeting.
ITEMS OF BUSINESS
ITEM 1: FINANCIAL REPORTS
To receive and consider the Financial Report, the Directors' Report and the Auditor's Report of oOh!media and the entities it controlled (also known as the Group) for the financial year ended 31 December 2021.
Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, to pass the following non-binding ordinary resolution of the Company:
That the Company's Remuneration Report included in the Directors' Report for the financial year ended 31 December 2021 is adopted.
Voting Exclusion Statement for Resolution 1
A vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of, the following persons:
a. a member of oOh!media's Key Management Personnel (KMP) whose remuneration details are included in the 2021 Remuneration Report; or
b. a closely related party of such a KMP (including close family members and companies the KMP controls).
2
However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:
a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or
b. the vote is cast by the Chair of the Meeting and the appointment of the Chair as proxy:
i. does not specify the way the proxy is to vote on the resolution; and
ii. 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 KMP.
In addition, a vote must not be cast on Resolution 1 as a proxy by a member of the KMP at the date of the Meeting, 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 because 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.
"Key Management Personnel" and "closely related party" have the same meaning as set out in the Corporations Act 2001 (Cth).
Resolution 2: Election of Director - Mr. Tony Faure
To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:
That Mr. Faure, who retires in accordance with clause 8.1(d) of the Company's Constitution and being eligible for election, is re-elected as a Director of the Company.
Resolution 3: Election of Director - Ms. Joanne Pollard
To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:
That Ms. Pollard, who was appointed by the Board under clause 8.1(b) of the Company's Constitution and being eligible for election, is elected as a Director of the Company.
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