Viva Leisure Limited (VVA) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Viva Leisure Limited AGM. I would now like to hand the conference over to Mr. Rhys Holleran, Chair. Please go ahead.

Good morning, everybody. Welcome to our Annual General Meeting of Viva Leisure. My name is Rhys Holleran. I am the Chair of Viva Leisure Limited. I'd also like to begin by acknowledging the traditional owners and custodians on the land which we meet today, the Wurundjeri people of the Kulin Nation. I pay my respects to their elders past, present and emerging. It's now 9:00, the appointed time for holding of the meeting, and I'm advised that the necessary quorum is present. I, therefore, declare the Annual General Meeting open. Before we proceed with the meeting, a couple of quick housekeeping points. Please keep your mobile phones turned to silent. Recording devices and cameras must not be used during the meeting. In the event of an emergency, please follow the emergency exit signs and instructions of the venue staff. I think we're pretty safe, unless it floods. The agenda for today's meeting is as follows. Firstly, we will deal with the formal business of the meeting. And following that meeting, I invite all participants to join us for light refreshments. Before I proceed with the business of the meeting, I'd like to introduce my fellow directors: Viva Leisure's Managing Director, Harry Konstantinou; and our Independent Nonexecutive Directors, Louise Bolger and Andrew Burns. Also here today, we have Viva Leisure executives and senior management as well as Viva Leisure's auditor, Sandeep Kumar of Hall Chadwick, and a representative of Link Market Security, our registrars. Viva Leisure remains committed to innovation, and we are pleased to facilitate a hybrid meeting today through the Link online platform. This enables shareholders to participate in the meeting irrespective of where they are in the world, and I warmly welcome those of you participating online. We now come to the formal business of the meeting. The Notice of Meeting dated the 23rd of September 2022 was circulated to shareholders, and I will take the notice as being read. Before moving to the various resolutions to be considered today, I will now briefly outline the procedures for today's meeting. In accordance with the company's constitution and as set out in the Notice of Meeting, we have determined that voting on each of the resolutions will be conducted by a poll rather than a show of hands. I now declare that poll open. We adopted these procedures to ensure that the views of as many shareholders as possible are represented at the meeting. The result of the poll will be declared and released to the ASX later today. Only shareholders, proxy holders or appointed representatives are entitled to speak or vote at this meeting. Only shareholders who are entitled to vote at this meeting may cast a direct vote on a resolution. As the Chair of the meeting and as detailed in the Notice of the Meeting, I will vote, where authorized, all undirected proxies in favor of each resolution. For those attending the meeting in person, you can cast your vote by filling out a paper voting card. If you have any questions, please see our Link Market team at the registration desk outside this room. For those shareholders participating in the meeting via the online platform and who have neither exercised a direct vote before the meeting nor appointed a proxy on their behalf, you may cast and direct your vote during the meeting using the electronic voting card received when you registered via the online platform. Those shareholders may cast a direct vote at any time from now until 5 minutes after the close of the meeting. If you have any questions about casting your vote online, please refer to the online platform guide or call us on the numbers set out in the guide or on the screen in front of you. 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 you accordingly. If you are attending this meeting in person, you have been given an attendance card on your arrival. If you have a yellow voting card, you are a voting shareholder, proxy holder or corporate representative and have chosen to vote using a paper voting card. You are also entitled to speak at this meeting. If you have a blue card, you are a nonvoting shareholder. While you're entitled to ask questions and make comments, you are not entitled to vote at this meeting. If you have a red card, you're a visitor and you are not entitled to speak or vote at this meeting. If anyone with a yellow or blue card wishes to speak, please make sure you raise your hand at the appropriate time when each resolution is considered and identify yourself to me before asking your question. [Operator Instructions] If you have a question already prepared, I encourage you to submit it now so as many questions as possible can be answered. I will consider the questions submitted online after I've taken questions from the floor. Out of fairness to everyone present, I ask you to limit your questions to one at a time and to restrict your questions and comments to the resolutions being considered. We will also not answer questions that are the same or substantially similar to questions that have already been answered. Otherwise, we will endeavor to answer as many questions asked as we can. I reserve the right as Chair to rule out questions not pertaining to the business of the AGM or questions which are out of order. The 2022 annual report contains the financial report, the directors' report and the independent auditor's report. A copy of the annual report is available on the company's Investor website and was sent to those shareholders who requested it. The financial statements have been approved by the directors and audited by Hall Chadwick. The items of business does not require shareholders -- this item of business does not require shareholders to vote on a resolution or to formally adopt the reports. I will take the report as received and read. At this time, I would like to invite shareholders to ask questions or make comments about the management of the company and ask the auditors questions relevant to the conduct of the audit and preparation and the content of the auditor's report. Are there any questions from the floor? We have received no questions online at this time. With no further questions, we will move into the resolutions of the meeting. There are 6 resolutions in total. I will introduce each resolution, and then there will be an opportunity to shareholders to ask questions on the resolutions in line with the process previously described. And then those persons entitled to vote on the resolution may cast a vote on the resolution at any time before the close of the poll. Resolution #1, adoption of the remuneration report. The first resolution is to consider and, if thought fit, to pass the following resolution as a nonbinding ordinary resolution, to adopt the remuneration report set out in the directors' report for the year ended the 30th of June 2022. Please note that the vote on resolution 1 is advisory only and does not bind the directors or the company. The remuneration report detailing the company's approach is contained within the 2022 annual report, which is available on the company's website. Further details about the resolution are also contained in the explanatory statement that accompanies the Notice of this Meeting. I will take the remuneration report as read. Are there any questions from the floor? We have received no online questions for this resolution. Please also note there are voting exclusions, the details of which are set out in the Notice of the Meeting. The essence of those exclusions are that directors and key management personnel or closely related parties are precluded from voting. The proxies that I hold as Chairman in the meeting and my personal 5:19 PM favor will be voted in favor of the resolution, unless specifically directed otherwise. Details of the proxy votes for this item are now on the screen. Thank you. I now declare the poll open. Please now select either for, against or abstain for resolution 1 on your voting card. [Voting]

Resolution 2, the reelection of Robert Andrew Burns as a nonexecutive director. The second resolution of the meeting is the election of Andrew Burns as a nonexecutive director of the company. Andrew is required to retire at this meeting in accordance with the company's constitution and ASX Listing Rule 14.4. Mr. Burns was appointed as director on the 20th of April 2022. The Board consider Mr. Burns as an independent director. Mr. Burns is highly credentialed. And the directors, with Mr. Burns abstaining unanimously, recommend that the shareholders vote in favor of this resolution. Are there any questions from the floor? We have received no online questions for this resolution. The proxies that I hold as Chairman of this meeting in my own personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Details of the proxy vote for this item are now on the screen. Thank you. Please now select for, against or abstain next to the resolution 2 on your voting card. [Voting]

Resolution 3, approval of the 10% placement facility. The third resolution is to consider and, if thought fit, to pass the following resolution as a special resolution of the company that, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, shareholders approve the issue of equity securities up to 10% of the issued capital of the company, at the time of the issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions described in the explanatory statement, which forms part of the Notice of the Meeting. Shareholders are advised this is a special resolution and, therefore, requires 75% of the votes cast to be in favor of the resolution. Are there any questions from the floor?

No questions.

We have received no online questions for this resolution. There are certain voting exclusions, the details of which are set out in the Note of the Meeting. Those exclusions relate to potentially interested parties to the outcome of the resolution. I am not aware of any such interested parties. And in consequence, there are no exclusions from voting on the resolution. The proxies that I hold as Chairman of the meeting in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Details of the proxy votes for this item are now on the screen. Thank you. Please now select for, against or abstain next to resolution 3 on your voting card. [Voting]

Resolution 4, approval to issue securities under the company's LTI plan. The fourth resolution for this meeting is to consider and, if thought fit, to pass the following as an ordinary resolution of the company that, for the purposes of ASX Listing Rule 7.2, exception 13 and all other purposes, the Viva Leisure Limited long-term incentive plan, as described in the explanatory statement accompanying and forming part of this Notice of the Meeting, be approved for the issue of securities under the Viva Leisure Limited long-term incentive plan. Are there any questions from the floor?

No questions.

We have no online questions for this resolution. Please note that there are voting exclusions, the details of which are set out in the Notice of Meeting. The essence of those exclusions are key management or personnel or closely related parties are precluded from voting. The proxies that I hold as Chairman of the meeting in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Details of the proxy votes for this item are now on the screen. Thank you. Please now select for, against or abstain next to resolution 4 on your voting card. [Voting]

Resolution 5, approval of issue of options to Harry Konstantinou. The fifth resolution for this meeting is to consider and, if thought fit, to pass the following resolution as an ordinary resolution to the company that approval will be given: a, for the purpose of Listing Rule 10.14 and all other purposes for the company to grant 355,934 0-priced options to Managing Director, Harry Konstantinou, to his nominee; and for the purpose of section 200E of the Corporations Act to the giving of a benefit to Managing Director, Harry Konstantinou, in connection with an accelerated vesting of those 0-priced options on cessation of Mr. Konstantinou's employment with the company or a related body corporate of the company; in each case under the company's long-term incentive plan on terms and conditions described in the explanatory statement. Are there any questions from the floor?