The Annual General Meeting is be held virtually via webcast on:
Date: Wednesday, 25 November 2020
Time: 10.30am (Melbourne time)
In response to Government restrictions and the potential health risks arising from the COVID-19 pandemic, the Annual General Meeting (AGM) will be held virtually this year. Your participation in the AGM is important to us and, while there will be no physical meeting, Shareholders are invited to join the meeting via webcast where they will still have the opportunity to submit questions.
View the live webcast from your computer using this link:
To attend via phone, preregister by email to [email protected] You will receive your dial-in details upon registration.
Shareholders will not be able to cast direct votes. Shareholders will only be able to vote by submitting their proxy form prior to the meeting.
A copy of the Company’s 2020 Annual Report (including the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2019) is accessible on the Company’s website at the following address –
On behalf of the Board of Directors, I am pleased to invite you to the 2020 Annual General Meeting (AGM) of Digital Investment Group Limited. The AGM will be held on Wednesday, 25 November 2020 at 10.30am (AEDT).
Due to the health and safety impacts of COVID-19 and the continuing government-mandated restrictions, we have decided to hold our 2020 AGM in virtual format. Shareholders can attend the meeting online. The relevant details, including how to participate, are set out in the Notice of Meeting and overleaf.
Our Notice of Meeting is available for all security holders online at
In accordance with the temporary changes to the Corporations Act 2001 in response to the COVID-19 pandemic, hard copies of the Notice of Meeting and proxy form will not be sent by post.
The AGM information on our website (located at www.digltd.com.au) provides the information you need to attend and participate in the Meeting. It includes our virtual AGM online guide, frequently asked questions and answers and access to our Notice of Meeting. Online voting will also be available, and our Notice of Meeting provides further instructions on how to vote and ask a question online ahead of our AGM, as well as how to appoint a proxy in advance of the Meeting.
At the AGM, I will provide an update on the operations and performance of the Company. Further information on the Group’s financial and operational performance is also provided in the Annual Report for the year ended 30 June 2020, which is available on our website at www.digltd.com.au.
The AGM is an important opportunity for the Board to hear directly from shareholders. If you wish to submit questions in advance of the AGM, you may do so by emailing the Company Secretary at [email protected]. We hope to address as many of the more frequently asked questions as practicable at the meetings.
On behalf of the Board, I thank you for your continued support and look forward to welcoming you at our virtual AGM.
Stephen PrideauxManaging Director
In response to Government restrictions and the potential health risks arising from the COVID-19 pandemic, the Annual General Meeting (AGM) will be held online this year.
Your participation in the AGM is important to us and, while there will not be a physical meeting, Shareholders can attend via the webcast where you will have the ability to submit questions. How to attend and participate in the AGM
You can attend and ask questions in real-time at the AGM:
• From your computer or mobile device by entering the following URL address in your web browser: https://zoom.us/j/98863199853?pwd=N0FTNDNycGJnejYzTnNmZWpEMTdFQT09; or
• Via telephone. To join via teleconference, please email: [email protected] to register and receive dial-in details for your location. You will receive dial-in details upon registration.
Further information on how to attend and participate online is set out in the Notice of Meeting available on our website at www.digltd.com.au.
Shareholders will not be able to vote cast direct votes at the Meeting. Shareholders are only able to vote by submitting a proxy form 48 hours prior to the Meeting.
Shareholders can submit their completed proxy form prior to the Meeting by emailing the completed form to [email protected]
Alternatively, mail your completed proxy form to the address shown on the form.
Proxy votes must be received by 10.30am (AEDT) on Monday 23 November 2020.
Shareholders who appoint a proxy may still attend the virtual Meeting.
Wednesday 25 November 2020 at 10.30am
Notice is given that the annual general meeting of the members (Shareholders) of Digital Investment Group Limited (Company or DIG) will be held virtually (for details on how to participate, see below) on Wednesday, 25 November 2020 at 10.30am (Melbourne time).
To attend the Meeting, you will need to do the following:
• Via your computer or mobile device – entering the following URL address in your web browser: https://zoom.us/j/98863199853?pwd=N0FTNDNycGJnejYzTnNmZWpEMTdFQT09
• Via telephone. To join via teleconference, please register by emailing a request to [email protected] You will receive dial-in details upon registration.
Further information on how to attend and participate online in the Meeting is available on the Company’s
website at www.digltd.com.au.
The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more
detail the matters to be considered at the Meeting. Please ensure you that you read the Explanatory
Statement in full.
To receive and consider the:
• Financial Report;
• Directors’ Report; and
• Auditor’s Report,
for the Company for financial year ended 30 June 2020.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That Mr Gordon Jenkins, a director retiring in accordance with the Company’s constitution, and being
eligible, be re-elected as a director of the Company.
Your vote is important
The business of the Meeting may affect your Shareholding, and your vote is important. Please vote by submitting your proxy form 48 hours prior to the Meeting. You will not be able to vote at the Meeting.
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, only those persons registered as the holders of Shares as at 7.00pm on 23 November 2020 will be regarded as Shareholders. This means that if you are not the registered holder of a Share (or Shares) at that time and date, you will not be entitled to vote in respect of that Share (or those Shares) at the Meeting.
You will not be able to vote in person at the Meeting. To vote, you must submit your proxy form not less
than 48 hours prior to the Meeting.
To vote by proxy, please complete and sign the enclosed Proxy Form and return it by no later than 48 hours
before the commencement of the Meeting. Proxies received after this time will not be effective for the
scheduled Meeting. See further details below.
Completed Proxy Forms may be lodged:
By Email: [email protected]
By Mail: Digital Investment Group LimitedSuite 1, Level 7, 10 Queens Road, Melbourne Vic 3004
In accordance with the Corporations Act, reasonable opportunity will be given to Shareholders to ask about
or make comments on the financial statements for the year ended 30 June 2020 and the management of the
Company at the AGM. You will be able to submit questions by joining the live webcast via the following
Similarly, Shareholders are also able to ask the Company’s external auditors, Moore Stephens, questions
relevant to the accounting policies adopted by the Company in relation to the Financial Report, the conduct
of the audit, the independence of the auditor in relation to the conduct of the audit and the preparation and
content of the Auditor’s Report.
Shareholders can submit written questions to the Company or the auditor in advance of the AGM by email to
the Company Secretary:
• By email to: [email protected]
• By mail to: Company Secretary, Digital Investment Group Limited, Suite 1, Level 7, 10 Queens Road, Melbourne Vic 3004
Questions must be received by the Company no later than five (5) days before the AGM.
Details of the written questions will be made available to Shareholders attending the Meeting. Questions will be collated and, during the Meeting, the Chairman will seek to address as many of the more frequently raised topics as possible.
If there is not sufficient time available at the Meeting to address all topics raised, the Company will endeavour to provide a subsequent written answer to each question submitted. The Company cannot guarantee that an individual response will be sent to each Shareholder
• A Shareholder entitled to attend and vote at the Meeting has the right to vote by proxy.
• A Shareholder who is entitled to cast two or more votes may appoint up to two proxies and, in the case of such an appointment, may specify the proportion or number of votes each proxy is appointed to exercise.
• If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes which each proxy may exercise, each proxy may exercise half of the votes.
• Proxies may be appointed using the enclosed proxy form (Proxy Form). Detailed instructions for appointing a proxy are provided on the back of the Proxy Form.
• Proxy appointments (and any necessary supporting document) must be received by the Company no later than 48 hours before the commencement of the Meeting. Proxies received after this deadline will not be effective for the scheduled Meeting.
• If a Proxy Form is signed on behalf of a Shareholder under a power of attorney, then either the original power of attorney, or a certified copy of it, must be lodged together with the Proxy Form (before the deadline for the lodgement of proxies), unless the power of attorney has already been sighted by the Company.
• Voting on all Resolutions before the Meeting will be by way of a poll.
• If the same person (such as the chair of the Meeting) is appointed as proxy for two or more Shareholders and those Shareholders have specified different ways for the proxy to vote on an item of business, each proxy will be voted in accordance with the direction specified in the relevant proxy.
The Proxy Form accompanying this Notice contains detailed instructions regarding completion of the Proxy Form in circumstances where a Shareholder wishes to appoint the chairperson of the Meeting as his or her proxy. You should read those instructions carefully.
• The chairperson intends to exercise all available proxies by voting in favour of all Resolutions on the agenda.
• If you do not wish the chairperson of the Meeting to exercise the proxy in accordance with the chairperson’s stated voting intentions on a Resolution, you should ensure that a box other than the ‘For’ box is clearly marked for each of the Resolutions in the Proxy Form.
Please read the enclosed Explanatory Statement for an explanation of the business of the AGM.
Words that are defined in the Glossary have the same meaning when used in the Notice unless the context or the definitions in the Glossary provide otherwise.
By Order of the Board
Digital Investment Group Limited
Dated: 29 October 2020
The purpose of this Explanatory Statement (which is included in and forms part of the Notice of Meeting) is to provide Shareholders with an explanation of the business of the Meeting and the resolutions to be considered at the Annual General Meeting of the Company, which Meeting is to be held virtually on Wednesday, 25 November 2020 at 10.30am (Melbourne time) and to assist Shareholders to determine how they wish to vote on each resolution.
The Company’s financial report (including the financial statements and Directors’ declaration) and the reports of the directors and auditor for the financial year ended 30 June 2020 will be tabled at the AGM (as required by section 317 of the Corporations Act 2001 (Cth)).
The Annual Report (which includes the Directors’, Auditor’s and Financial Reports) is available on the Company’s website at the following address:
An electronic copy of the Annual Report has been sent to all Shareholders who have provided their email address to the Company.
During the discussion of this item of business, Shareholders will be given a reasonable opportunity to ask questions about, and make comments on, the financial report (including the Directors’ and Auditor’s reports) and on the business, operations and management of the Company generally.
Shareholders will also be able to ask questions of the Company and of Moore Stephens (the Company’s auditor) relevant to the content of the 2020 financial statements, the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor (in the context of the conduct of the audit).
Shareholders may submit written questions to the Company relevant to the content of the 2020 financial statements (including the Auditor’s Report) or the conduct of the audit of the financial statements of the Company. Written questions for the Company must be received by the Company by no later than 5 business days before the date of the AGM. During this item of business, the written answers provided by Moore Stephens to any questions directed to that firm will be tabled.
For questions submitted by Shareholders to the Company in advance of the Meeting, where appropriate and practical to do so, the Company will provide answers to any such written questions at the Meeting. In all other cases, the Company will provide written answers to the Shareholders within 10 business days after the Meeting.
Shareholders will neither be asked nor be required to vote on this item of business.
Clause 75 of the Company’s Constitution requires that, at each annual general meeting, one-third of the Directors must retire from office, or if their number is not a multiple of three, then the number nearest to but not exceeding one-third of the Directors must retire from office. The Managing Director (Mr Stephen Prideaux) is exempt under clause 85 of the Company’s constitution from the requirement to retire by rotation.
The retirement of Directors by rotation is also subject to the requirement, in clause 75.1 of the Company’s constitution, that a Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected. Clause 75.4 of the Company’s constitution provides that a retiring Director remains in office until the end of the meeting and will be eligible for re-election at the meeting.
While all Directors have been re-elected as Directors of the Company within the last two years, as the Constitution of the Company requires that one-third of the Directors (or if their number is not a multiple of three, then the number nearest to but not exceeding one-third of the Directors) must retire from office each year, Mr Jenkins, who has been in office the longest since last being re-elected, will retire from office as a Director at the conclusion of the Meeting. As Mr Jenkins is eligible for re-election, he is seeking re-election as a Director at the Meeting.
Biographical details of Mr Jenkins are set out below.
Mr Gordon Jenkins (Non-Executive Director)
Gordon is an experienced business leader developing firms and individuals to differentiate themselves in competitive markets and minimal barriers to entry. Gordon’s has held several executive roles at Merrill Lynch UBS, Deutsche Bank, NAB as well as NED and CEO positions in the private/family office sector.
Gordon runs his own consulting firm, inspiring organisations and people to grow rapidly. He is a sought-after presenter and regular innovator of thought-provoking outcomes. Passionate about Life Science, Gordon is board member and trustee of the Lungitude Foundation for Heart & Lung Transplants
The Board (other than Mr Jenkins) unanimously recommends that the Shareholders vote in favour of Resolution 1.
Voting on all Resolutions will be by a poll. To vote, as the Meeting is a virtual meeting, Shareholders must lodge a proxy. There will be no direct voting at the Meeting. Details of how to vote by lodging a proxy are set out in the Notice of Meeting.:
If you have any queries about the Meeting or the Resolutions being considered at the Meeting, please contact the Company Secretary (Stephen Prideaux) by telephone on +61 3 9449 6449
DIGITAL INVESTMENT GROUP LIMITED
Dated: 29 October 2020
In this Notice and Explanatory Statement:
AGM or Meeting means the Meeting of the Company, held virtually, at 10.30am on 25 November 2020.
Annual Report means the annual report of the Company for the financial year ended 30 June 2020.
Auditor’s Report means the auditor’s report for the financial year ended 30 June 2020, as set out in the
Board means the board of directors of the Company.
Company or DIG means Digital Investment Group Limited ABN 62 608 992 534.
Corporations Act means Corporations Act 2001 (Cth).
Directors mean the directors of the Company and Director means any one of them.
Explanatory Statement means this explanatory statement that accompanies, and is incorporated as part of, the Notice.
Financial Report means the financial report for the financial year ended 30 June 2020, as set out in the Annual Report.
Notice or Notice of Meeting means this Notice of Meeting and the accompanying Explanatory Statement.
Resolution means a resolution set out in the Notice of Meeting.
Share means a fully paid ordinary share in the Company.
Shareholder means a holder of at least one Share.