Market Forces Agency Agreement
Terms of Agreement
1. The Member authorises each Agent to sign and lodge on behalf of the Member, as the Member’s agent, notice of resolutions and statements in support of the resolutions for Annual General Meetings to be held during the Term (AGMs) for the Companies, in accordance with sections 249N and 249P of the Corporations Act.
2. The resolutions and statements, as updated from time to time, are or will be made available at the Market Forces website (www.marketforces.org.au/shareholder-resolutions/).
3. The Member, in respect of the relevant resolutions and statements:
a. Understands the resolutions and statements available to date;
b. Believes the resolutions and statements to be in the Member’s best interests;
c. Proposes to move the resolutions at a general meeting and authorises the Agent to do so on behalf of the Member;
d. Wishes to give the Company notice of the resolutions and authorises the Agent to do so;
e. Requests the Company to give all the Company’s members a statement provided by the Member about the resolutions or any other matter that may be properly considered at an AGM, and authorises the Agent to make that request on the Member’s behalf; and
f. Authorises the Agent to do any other act deemed necessary by the Agent to satisfy the requirements of sections 249N and 249P of the Corporations Act with respect to the resolutions and statements.
4. The Member authorises the Agent to put forward, amend, withdraw or otherwise vary resolutions and statements in accordance with the Agent’s judgement and the goal of achieving the best outcome in the Member’s best interest. The Agent may negotiate with the Company about the resolutions and supporting statements. The Agent may elect not to give notice of the resolutions and not to request the Company give all its members a statement about the resolutions.
5. This Agreement is valid from the time it is accepted online or otherwise in writing (signing date) and continues for the Term.
6. The Member will notify the Agent in writing as soon as practicable if the Member ceases to hold at least one ordinary share in any of the Companies, or otherwise ceases to be eligible to vote at a relevant AGM, during the Term.
7. The Agent or the Member can terminate this agreement at any time in writing. However in the event of termination this Agreement will remain valid for any authorised actions relating to the resolutions and supporting statements prior to termination.
8. By entering into this Agreement the Member understands that the Agent is acting in their role with Market Forces. An Agent’s appointment under this Agreement ceases when the Agent ceases their role with Market Forces. The Member benefits from the Agent’s expertise in seeking to improve the Company in the Member’s best interests. In exchange the Agent via this Agreement supports Market Forces’ objectives to improve the Company.
9. The Member acknowledges that the Agent:
a. May provide information about the Member provided in this Agreement to the relevant Company, including this Agreement itself, upon lodging any resolution or supporting statement on behalf of the Member; and
b. May seek additional information from the Member (or signing party) to verify the Member’s shareholdings in the relevant Company, if reasonably required to do so by the Company or share registry.
10. The Agent may from time to time amend or update this Agreement by written notice to you. Such amendment or update will take effect five days from the provision of written notice, unless you elect to terminate this Agreement by written notice prior to that date. Amendments and updates to this Agreement will be made available at the Market Forces website (www.marketforces.org.au/shareholder-resolutions/).
11. The Member and Agent expect the Company or share registry to rely on this Agreement and any relevant electronic communications as conclusive evidence that:
a. This Agreement has come into effect;
b. This Agreement has not been revoked; and
c. The right or power being exercised or being purported to be exercised is properly exercised and authorised.
12. By accepting this Agreement, you confirm and agree:
a. You are the member of the Companies within the meaning of the Corporations Act and are entitled to vote at their AGMs (Member), or you are otherwise duly authorised to act on behalf of such a Member;
b. You agree to propose the resolutions and statements in respect of the Companies;
c. You are entering into a legally binding agency agreement;
d. You have read, understood and accepted the terms of this Agreement by this electronic method and agree to receiving electronic correspondence from Market Forces and/or the Agents;
e. This electronic acceptance has the same effect as if you had signed a hard copy version of the agency Agreement; and
f. You expressly consent to this method of acceptance in accordance with relevant legislation, including the Electronic Transactions (Victoria) Act 2000 or other state electronic transactions acts.
13. In this Agreement the singular includes the plural and vice versa.
Agent means any or all of the following individuals:
a. Mr Julien Vincent of Suite 2, Level 9, 94 Elizabeth Street, Melbourne, Victoria, 3000;
b. Mr William van de Pol of Suite 2, Level 9, 94 Elizabeth Street, Melbourne, Victoria, 3000;
c. Ms Rachel Deans of Suite 2, Level 9, 94 Elizabeth Street, Melbourne, Victoria, 3000;
d. Mr Brett Morgan of Suite 2, Level 9, 94 Elizabeth Street, Melbourne, Victoria, 3000; and
e. Mr Vishad Sharma of Suite 2, Level 9, 94 Elizabeth Street, Melbourne, Victoria, 3000.
Companies means the companies selected by you when electronically accepting the terms of this Agreement.
Corporations Act means the Corporations Act 2001 (Cth).
Term means the period from the signing date to 30 June 2024.