3.1 Form of direct vote
a. A direct vote includes:
i. any form of vote the Directors may prescribe or accept; and
ii. that is delivered to NGM Group by post, fax or other electronic means approved by the Directors, including in accordance with the instructions set out in the notice of meeting or the voting form included with the notice of meeting (Voting Form).
The Voting Form must be completed and submitted in accordance with the instructions set out in the notice of meeting and Voting Form.
b. If sent by post or fax, the direct vote must be signed by the Member or on the Member’s behalf under an appropriate authority (such as a power of attorney) in accordance with
the instructions set out in the Voting Form.
c. If the Member is a body corporate, the direct vote must be signed under the common seal of the body corporate, or by two directors, or one director and the company secretary, or by a sole director (where the body corporate has a single director and no
secretary) or a sole director and sole secretary (where the body corporate has a single director who is also the sole secretary), or by an attorney or Representative. If the body corporate has a sole director or a sole director/secretary, or has appointed an attorney or Representative, it must note this fact on the Voting Form.
d. If sent by electronic means, the direct vote is to be taken to have been signed if it has been signed or authorised by the Member in a manner approved by the Directors or specified in the notice of meeting or Voting Form.
e. If a Voting Form is completed and/or submitted online (e.g. via an online voting platform approved by the Directors), the Member must follow any instructions for online lodgement, including instructions to enable electronic authentication. This may include a method for identifying the Member.
3.2 Joint Members
a. In the case of joint Members, any joint Member may sign the Voting Form.
b. If more than one joint Member votes on a resolution, only the vote of the joint Member whose name appears first in the Register of Members is counted.
3.3 Formalities and irregularities
a. For a direct vote to be valid, it (together with any authority under which the direct vote was signed or a certified copy of that authority) must be received:
i. by NGM Group at its Registered Office at 307 King Street, Newcastle West, NSW, or such other place specified for that purpose in the notice of meeting or Voting Form, or as NGM Group otherwise directs; or
ii. at the fax or electronic address specified for that purpose in the notice of meeting or Voting Form, or as NGM Group otherwise directs,
at least 48 hours before the time for holding the relevant meeting or adjourned meeting.
b. Notwithstanding Rules 3.1 and 3.3(a), the chair of the meeting (or their delegate) may determine that a direct vote in respect of a resolution is valid if the Member is entitled to attend the meeting and vote on the resolution and it contains the following information:
i. the Member’s name and address or any applicable identifying notation (such as their Member number or Account number or similar approved by the Directors or
specified in the notice of meeting or Voting Form); and
ii. the Member’s voting intention on the resolution.
c. Unless the chair of the meeting (or their delegate) determines otherwise, if a single Voting Form is received and:
i. it contains instructions for both direct voting and appointment of a proxy (e.g. both the direct voting box and the appointment of proxy box is selected), the Member will be taken not to have appointed a proxy and the authority of any proxy will be revoked; and the direct vote(s) will be counted; or
ii. neither the direct voting box nor the appointment of proxy box is selected, the Member will be taken to have appointed the person named in the form as proxy and if no person is named, the chair of the meeting as proxy.
d. If a Voting Form is received and the chair (or their delegate) considers that it is not properly executed or authenticated, or is incomplete or unclear, without limiting any other provision of this Rule 3.4:
i. if the Voting Form has not been duly signed or authenticated, NGM Group may return the Voting Form to the relevant Member and request the Member sign or authenticate the Voting Form and return it to NGM Group within a period determined by the chair (or their delegate) (which may occur later than the time specified in the notice of meeting or these Rules for the receipt of Voting Forms); and
ii. if the Voting Form is otherwise unclear or incomplete, NGM Group may complete or amend the contents of the Voting Form to reflect any clarification or other instructions received from the Member (which may occur later than the time specified in the notice of meeting or these Rules for the receipt of Voting Forms).
3.4 Withdrawal of direct vote
A direct vote may be withdrawn by the Member by notice in writing received by or on behalf of NGM Group before the meeting, adjourned meeting or the taking of a poll in respect of which the direct vote was to have been cast.