Thank you for standing by, and welcome to the Viva Leisure Limited 2021 Annual General Meeting. All participants are in a listen-only mode. There will be a presentation followed by a question and answer session. If you wish to ask a question, you will need to press the star key followed by the number one on your telephone keypad. I would now like to hand the conference over to Mr. Bruce Glanville, Chairman.
Welcome, ladies and gentlemen. Welcome, ladies and gentlemen, to this the 2021 annual general meeting of Viva Leisure Limited. The third meeting of members since the listing by the company of its shares on the ASX. This is our second virtual meeting through the platform provided by our share registrar, Link Market Services Limited. I'm Bruce Glanville, Chairman of the company, and in turn, Chair of this meeting. By reason of the COVID-19 pandemic and in accordance with the regulatory framework, we consider this virtual format and attendance online as an appropriate meeting forum. 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. I declare a quorum present. I'm joined at the meeting by Rhys Holleran, Non-Executive Director, Louise Bolger, Non-Executive Director.
Harry Konstantinou, Managing Director and CEO. Together with Kym Gallagher, CFO and Company Secretary. I'm just looking for the slides. We've got a slide pack, hopefully which shareholders can see. I can't. Nevertheless, I'll press on. We're also joined in the meeting by Sandeep Kumar of Hall Chadwick, our auditors, and also a representative of Link Market Services, our share registrars. At the outset, as set forward in my letter to shareholders included in the annual report, the activities of the company have again been impaired by the periodic government-mandated closedowns over the almost one year since the last annual meeting. While the 2021 result was affected by the closedowns, we have seen the re-emergence of full trading recently, that is with Victoria opening very shortly.
The impact of the company is evident in the financial outcomes reported. Important recognition needs to be made of our members, our suppliers, our shareholders, and especially our staff, for their strong commitment to Viva Leisure. I assure you that each and all are well-recognized by your directors. The management team have protected and extended our business during these difficult times, despite the toughest of times. The agenda for the meeting will be the first item, ordinary business, consideration of the annual report, financial statements, and statements by directors and the auditor. Formal business of the meeting, which includes the resolutions of the meeting. Thirdly, an opportunity for general questions or comments. Chair, the slides are up.
Having regard to the market announcement released on the sixth of October 2021, and earlier market announcements as part of the bi-monthly updates, which collectively provide a trading update, the CEO will not provide any further update at this time. However, he is available for any questions. The procedures. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual annual meeting online portal guide, or to use the helpline as specified. Shareholders participating online through the virtual meeting website, please click on Ask question, the Ask 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 is possible. Asking a question online and voting online requires that shareholders are registered.
The Link helpline on 1800 990 363 will assist if you have difficulty. Shareholder questions received prior to the meeting will be addressed during the general business questions. Before the 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 revoked 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 the poll. Moving to ordinary business. Ladies and gentlemen, the notice of meeting dated the seventeenth of September 2021 has been tabled.
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 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. We move to the first item, the statements and reports. The first item in business is to receive and consider the annual report, the financial report, and the reports and statements of the directors and of the auditor for the year ended 30 June 2021. The annual report, including the financial statements and statements by 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 for the auditor? There doesn't appear to be any questions.
Having no questions, if there's no further comments or questions, the meeting will now move to the ordinary business for consideration and decisions. Item two under ordinary business, the adoption of the remuneration report. Proposed resolution is to adopt the remuneration report set out in the directors' report for the year ended 30 June 2021. Are there any questions online? There are no questions. 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. In essence of those exclusions are that directors and key management personnel or closely related parties are precluded from voting. Thank you.
Could you now please select either for, against, or abstain for resolution one on the voting card, other than if you have voted before the meeting. There are no more votes to come. I remind shareholders that voting on the resolutions will be available for 5 minutes after the conclusion of this meeting. We move to the re-election of Ms. Louise Bolger as a non-executive director. The proposed resolution is that Louise Bolger, who retires in accordance with Clause 13.3 of the company's constitution and Listing Rule 14.5 and all other purposes, and being eligible, be re-elected as a director of the company. Ms. Bolger was appointed a director of the company on July 5, 2021. The board consider Ms. Bolger an independent director. Ms. Bolger is highly credentialed, and other than for Ms.
Bolger, the board unanimously recommended her for re-election as a director of the company. Are there any questions online? There are no questions. 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. Thank you. Could you now please select either for, against, or abstain for resolution 1 on the voting card. We move to item 3, dealing with the ratification of the placement on the fourth of December 2020. The proposed resolution 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 7.4 and for all other purposes, the issue on 4 December 2020 of a total of 10,344,828 fully paid ordinary shares in Viva Leisure Limited, the shares, at an issue price of AUD 2.90 per share on the terms and conditions set out in the explanatory memorandum accompanying this notice is ratified. Are there any questions online? There are no questions. 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. Thank you. Please now select either for, against, or abstain for the resolution on the voting card. Please also note that there are voting exclusions, the details of which are set out in the notice of meeting.
We'll move then to item four, the ratification of the placement on the 6th of September 2021. The proposed resolution 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 7.4 and for all other purposes, the issue on 6th September 2021 of a total of 7,558,019 fully paid ordinary shares in Viva Leisure Limited, the shares, at an issue price of AUD 1.55 per share on the terms and conditions set out in the explanatory memorandum accompanying this notice is ratified. Are there any questions online? There are no questions.
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. Thank you, and could you please now select either for, against, or abstain for the resolution on the voting card. We move to the next item of business: approval of the 10% placement facility.
Consider and, if thought fit, to pass the following resolution as a special resolution 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. Shareholders are advised that this is a special resolution and therefore requires 75% of the votes cast to be in favor of the resolution. There are certain voting exclusions, the details of which are also set out in the notice of meeting. Those exclusions relate to potentially interested parties to the outcome of the resolution.
I'm not aware of any such interested party and in consequence, there are no exclusions from voting on the resolution. Are there any questions online? There are no questions. 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. Thank you. Please now select either for, against, or abstain for the resolution on the voting card. Move to the next item of business: approval of issue of options to Harry Konstantinou. Consider and if thought fit to pass the following resolution as an ordinary resolution, that approval be given, A, for the purpose of Listing Rule 10.14 and for all other purposes, for the company to grant 243,000 zero-priced options to Managing Director Harry Konstantinou or his nominee.
B, for the purpose of Section 200E of the Corporations Act, to the giving of a benefit to Managing Director Harry Konstantinou in connection with any accelerated vesting of those zero priced options on cessation of Mr. Konstantinou's employment with the company or a related party corporate of the company. In each case under the company's long-term incentive plan on the terms and conditions described in the explanatory statement. Are there any questions online? There are no questions. 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 note that there are voting exclusions, the details of which are set out in the notice of meeting. In essence, the essence of those exclusions is that Mr.
Konstaninou or an associate of him are precluded from voting. Thank you. Please now select either for, against, or abstain for the resolution on the voting card. We'll now move to general matters. I now offer the opportunity for any questions or comments. Are there any questions or comments online? I referred earlier to any questions that we'd received before the meeting that we would deal with at this time. I'm not aware that we have received any questions prior to the opening of the meeting. Are there any questions or comments from members? There are no questions or comments. Closing the meeting then. Therefore, shareholders are reminded that they can submit their vote online until five minutes after the meeting closes. Ladies and gentlemen, that concludes the business of the meeting.
On behalf of the board, I would like to thank you for your support, and I now declare the meeting closed. The results of the polls will be announced to the ASX later today. Thank you for your attendance and participation in this meeting.