Viva Leisure Limited (VVA) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Viva Leisure Limited Annual General Meeting. I would now like to hand the conference over to your first speaker, Bruce Glanville. Thank you. Please go ahead.

Welcome, ladies and gentlemen, to this -- the 2020 Annual General Meeting of Viva Leisure Limited, the second meeting of members since our listing of the company on the ASX. It's our first virtual meeting through the platform provided by our share registrars, Link Market Services. I'm Bruce Glanville, Chairman of the company, and in turn, Chairman of this meeting. By reason of the COVID-19 pandemic, we thought it prudent to take steps to discourage a physical public gathering and encourage attendance online. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders being affected. If this occurs, I shall advise accordingly. I declare a quorum present. I'm joined at the meeting by Susan Forrester AM, Non-Executive Director; Mark McConnell, Non-Executive Director; Rhys Holleran, Non-Executive Director; and Harry Konstantinou, Managing Director and CEO. In addition, we are joined by Kym Gallagher, the CFO and Company Secretary. We're also joined by Sandeep Kumar of Hall Chadwick, auditors, and also a representative of Link Market Securities, our share registrars. The agenda for today is as follows: ordinary business, the consideration of the annual report, financial statements and statements -- or statement by the directors and the auditor; the formal business of the meeting, which includes the resolutions of the meeting; and thirdly, an opportunity for general questions or comments. Having regard to the market announcement released on the 19th of October 2020, which provided the trading update, the CEO will not provide any further update at this time. However, he is available for any questions. The procedure is that shareholders attending the meeting online will be able to cast the vote using the electronic voting card received when online registration is validated. Please refer to the virtual annual meeting online portal guide or use the help line specified. Shareholders participating online through the virtual meeting website, please click on ask a question button, type your question and click submit. I encourage shareholders attending online and who have questions to send their questions through as soon as it's possible. Shareholder questions received prior to the meeting will be addressed during the general business questions. Before a vote is taken for each item, the proxies for and against the matter to be decided will be disclosed on the screen. These proxies will be those registered as at the closing date and time set out in the Notice of Meeting. If a shareholder who submitted a proxy has attended the meeting this morning and revoke their proxy, then these numbers may change. I'm not aware that any such change is material. Voting on the resolutions will be conducted by way of a poll. Ladies and gentlemen, the Notice of Meeting dated the 2nd of October 2020, has been tabled. And if there are no objections, I propose that the Notice of Meeting be taken as read. I draw your attention to the attachment of the explanatory memorandum and in respect of those matters subject to decision today. The explanatory memorandum does not form part of the resolutions set out in the Notice of Meeting. Item 1 in the business is to receive and the consideration of the annual report, the financial report and the statements by directors and the auditors for the year ended 30 June 2020. The annual report, including the financial statements and statements by the directors, together with the auditor's report, have been made available by electronic means and hard printed format. Are there any questions online for the directors or the auditor? And I invite any questions that you might have. I'll just give it another 30 seconds. We have no questions at this time. Given that there are no questions or comments, the meeting will now move on for ordinary business for consideration and decision. Item 1 of the ordinary business agenda is the adoption of the remuneration report. The resolution is to adopt the remuneration report set out in the directors' report for the year ended 30 June 2020. Are there any questions online? There are no questions. I'll make the comment that the proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Please also note that there are voting exclusions, the details of which are set out in the Notice of Meeting. The essence of those exclusions are that directors and key management personnel or closely related parties to those parties are precluded from voting. Can I now ask, using the voting card, that you select either for, against or abstain for resolution 1 on the voting card. And I point out that the proxies held appear on the screen, and those were the proxies received at the closing date given in the Notice of Meeting and in respect of the open votes, and they are the ones to which I refer by voting in favor as Chair. [Voting]

We'll move on then to item 2, the reelection of Rhys Holleran as a Non-Executive Director. The resolution is in the Notice of Meeting and is set out on the screen. Again, the number of proxies received at the closing date of proxies is also shown on the screen. Mr. Holleran was appointed a director of the company on the 30th of September 2020. The Board considered Mr. Holleran as an independent director. Mr. Holleran is highly credentialed and is unanimously recommended for reelection by the directors of the company. Are there any questions or comments online? There not being any questions, then thank you. Please now select either for, against or abstain for resolution 2 on the voting card. [Voting]

So we'll give them a chance. The next item of business is item 3, the ratification of placement and to consider and, if thought fit, to pass the following as an ordinary resolution of the company. And that's described both on the screen and in the Notice of Meeting. I won't necessarily read it all. The explanatory memorandum sets out the basis of seeking for the ratification. Are there any questions online? We haven't received any questions. On that basis, the proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Please now select either for, against or abstain for resolution 3 on the voting card. [Voting]

Item 4 is the ratification of placement. And again, to consider and, if thought fit, to pass the proposed resolution as set out in the Notice of Meeting and shown on the screen as an ordinary resolution of the company. Are there any questions online? We have not received any questions. The proxies that I hold as Chairman of meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Thank you. And can you please now select either for, against or abstain for resolution #4 on the voting card. [Voting]