Notice of Annual General Meeting/Proxy Form
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THE AGENCY GROUP AUSTRALIA LIMITED
ACN 118 913 232
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10:00am WST
DATE: 28th November 2018
PLACE: 68 Milligan Street
PERTH WA 6000
This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the
Company Secretary on +61 8 6380 2555.
CONTENTS PAGE
Business of the Meeting .................................................................................................................................................................... 3
Explanatory Statement ...................................................................................................................................................................... 4
Glossary ........................................................................................................................................................................................... 11
Proxy Form ...................................................................................................................................................................................... 13
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the annual general meeting of the Shareholders to which this Notice of Annual General Meeting relates will
be held 10:00am WST on 28 November 2018 at 68 Milligan Street Perth WA 6000.
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons
eligible to vote at the annual general meeting are those who are registered Shareholders at 10:00am WST on 26 November 2018.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the
instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, members are advised that:
• each member has a right to appoint a proxy;
• the proxy need not be a member of The Agency Group Australia Limited; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion
or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise
one-half of the votes.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or
after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to
this General Meeting. Broadly, the changes mean that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a
particular resolution and, if it does:
• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on
a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote
that way (i.e. as directed); and
• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way
(i.e. as directed).
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Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of The Agency Group
Australia Limited members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
o the proxy is not recorded as attending the meeting;
o the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes
of voting on the resolution at the meeting.
DEFINED TERMS
Capitalised terms in this Notice of Annual General Meeting and Explanatory Statement are defined either in the “Glossary”
Section or where the relevant term is first used.
ASX
A final copy of this Notice of Annual General Meeting and Explanatory Statement has been lodged with ASX. ASX nor any of its
officers takes any responsibility for the contents of this document.
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BUSINESS OF THE MEETING
AGENDA
ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the Annual Financial Report of the Company for the financial year ended 30 June 2018 together with the
declaration of the Directors, the Directors’ Report, the Remuneration Report and Auditor’s Report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the
adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year
ended 30 June 2018.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above
and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with
the remuneration of a member of the Key Management Personnel.
2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JOHN KOLENDA
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“ That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr John
Kolenda, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
3. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given the Company to issue up to
that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in
accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out
in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate
of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote,
in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
Dated: 25 October 2018
By Order of the Board
Stuart Usher
COMPANY SECRETARY
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders
in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.
FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial
report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the directors’
report, the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested
to do so. The Company’s annual financial report is available on its website at www.theagencygroup.com.au.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
1.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report
be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company
or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of
the company. The remuneration report is part of the directors’ report contained in the annual financial report of the
company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments
on the remuneration report at the annual general meeting.
1.2 Voting consequences
Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its
shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors
of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a
remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual
general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second
of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company’s annual
financial report for the most recent financial year) was approved, other than the managing director of the company, will
cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the
directors of the company.
1.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual
general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
1.4 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note the following:
If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included
in the Remuneration Report, or a Closely Related Party of such a member as your proxy
• You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be
voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
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If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose
remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).
• You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to
vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her
discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration
of Key Management Personnel.
If you appoint any other person as your proxy
• You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further
acknowledgement on the Proxy Form.
2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JOHN KOLENDA
Clause 14.2 of the Constitution provides that:
(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their
number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from
office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or
until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself
or herself for re-election;
(b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election,
but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by drawing lots;
(c) a Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election; and
(d) in determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting pursuant to clause 14.4 of the Constitution;
and/ or
(ii) a Managing Director,
each of whom are exempt from retirement by rotation.
The Company currently has four Directors (inclusive of the Managing Director) and accordingly one must retire.
Mr John Kolenda, retires by rotation and seeks re-election.
The Company considers Mr Kolenda not to be an independent director.
The Chair intends to exercise all available proxies in favour of Resolution 2.
The Board (excluding Mr John Kolenda) supports the re-election of Mr John Kolenda and recommends that Shareholders
vote in favour of Resolution 2.
3. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY
3.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow
it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity).
The Company is an Eligible Entity.
If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement
Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 3.2
below).
The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid
ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without
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subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing
Rule 7.1.
Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at
the Meeting must be in favour of Resolution 3 for it to be passed.
3.2 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its
annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement
capacity.
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred
settlement basis) of $300,000,000.
The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of
$8,205,516 as at 12 October 2018.
Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently
has two classes of Equity Securities on issue, being Shares (ASX Code: AU1) and listed Options (ASX: AU1O).
The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be
calculated according to the following formula:
(A x D) – E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing
Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement
capacity without shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before
the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under
ASX Listing Rule 7.1 or 7.4.
3.3 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution
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(a) Minimum Price
The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of
Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded
immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in (A) above, the date on which
the Equity Securities are issued.
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(b) Date of Issue
The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and
expiring on the first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change
to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after
which date, an approval under Listing Rule 7.1A ceases to be valid),
(10% Placement Capacity Period).
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not
receive any Shares under the issue.
If Resolution 9 is approved by Shareholders and the Company issues the maximum number of Equity Securities
available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown
in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in
ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity
Securities on issue as at the date of this Notice.
The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula)
changes and the economic dilution where there are changes in the issue price of Shares issued under the 10%
Placement Capacity.
Dilution
Number of Shares on
Issue (Variable ‘A’ in Issue Price (per $0.006 $0.012 $0.018
ASX Listing Rule 7.1A2) Share) 50% decrease Issue Price 100% increase
in Issue Price in Issue Price
Shares issued - 10% 68,379,303 68,379,303 68,379,303
683,793,034 voting dilution Shares Shares Shares
(Current Variable A)
Funds raised $410,276 $820,552 $1,230,827
1,025,689,551 Shares issued - 10% 102,568,955 102,568,955 102,568,955
(50% increase in voting dilution Shares Shares Shares
Variable A) Funds raised $615,414 $1,230,827 $1,846,241
1,367,586,068 Shares issued - 10% 136,758,607 136,758,607 136,758,607
(100% increase in voting dilution Shares Shares Shares
Variable A) Funds raised $820,552 $1,641,103 $2,461,655
*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do
not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that
are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. Upon issue of the Shares contemplated by this Notice, there will be 87,793,034 Shares on issue.
2. The issue price set out above is the closing price of the Shares on the ASX on 23 October 2016.
3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued
under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no
Options are exercised into Shares before the date of issue of the Equity Securities.
6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All
Shareholders should consider the dilution caused to their own shareholding depending on their specific
circumstances.
7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
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8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time
of issue. This is why the voting dilution is shown in each example as 10%.
9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of
placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of
the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of
issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new
resources, assets and investments (including expenses associated with such an acquisition), continued
exploration expenditure on the Company’s current assets and general working capital; or
(ii) as non-cash consideration for the acquisition of new resources assets and investments including/excluding
previously announced acquisitions in such circumstances the Company will provide a valuation of the non-
cash consideration as required by listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any
Equity Securities.
(e) Allocation policy under the 10% Placement Capacity
The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be
dependent on the prevailing market conditions at the time of the proposed placement(s).
The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined.
However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none
of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard
to the following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an
entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the
Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients
under the 10% Placement Capacity will be vendors of the new resources, assets or investments.
(f) Previous Approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual
general meeting held on 25 November 2016 (Previous Approval).
The Company has not issued any Equity Securities pursuant to the Previous Approval.
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In the past 12 months preceding the date of this meeting the Company issued a total of 96,000,000 Shares,
106,000,000 Options which represents 30% of the total number of Equity Securities on issue at 15 October 2018.
Details of the issues are included in the table below.
Date of Number of Names of Price of issue Discount Total $ Amount Spent Intended
Issue Securities persons who and Current to Market Received and use of Use of
issued received Price (Value)5 Funds Remaining
securities Funds
20 96,000,000 Investors Price at time Nil – $1,920,000 In accordance Not
December Shares1 under a of issue with a applicable
2017 prospectus $0.019. Prospectus
offer dated 14 Price of issue dated
December $0.02. 20/12/17.
2017 Price at date of All funds spent
this Notice to date
$0.012
20 96,000,000 Investors No issue price Nil – Nil Not applicable Not
December Options2 under a (non-cash applicable
2017 prospectus consideration)
offer dated 14 Current value:
December $nil
2017
20 8,000,000 Issued to PAC No issue price Nil – Nil Not applicable Not
December Options3 Partners Pty (non-cash applicable
2017 Ltd under a consideration)
prospectus Current value5:
offer dated 14 $0.0095 per
December option
2017
20 2,000,000 Issued to PAC No issue price Nil – Nil Not applicable Not
December Options4 Partners Pty (non-cash applicable
2017 Ltd under a consideration)
prospectus Current value5:
offer dated 14 $0.0072 per
December option
2017
Notes:
1. Fully paid ordinary shares in the capital of the Company, ASX Code: AU1 (terms are set out in the Constitution).
2. Unquoted Options, exercisable at $0.02 each, on or before 20 December 2019. The full terms and conditions were disclosed
in the Offer Prospectus dated on 14 December 2017.
3. Unquoted Options, exercisable at $0.025 each, on or before 20 December 2020. The full terms and conditions were disclosed
in the Offer Prospectus dated on 14 December 2017.
4. Unquoted Options, exercisable at $0.04 each, on or before 20 December 2020. The full terms and conditions were disclosed
in the Offer Prospectus dated on 14 December 2017.
5. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.012) as the context requires on
the ASX on 13 December 2017. In respect of unquoted Equity Securities:
(a) The value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share
price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility
of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly
available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account
is taken of any performance conditions included in the terms of the Option other than market based performance
conditions (i.e. conditions linked to the price of Shares).
Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:
(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for
release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market..
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4. ENQUIRIES
Shareholders are requested to contact Mr Stuart Usher on + 61 8 6380 2555 if they have any queries in respect of the
matters set out in these documents.
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GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of The Agency Group Australia Limited.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing
Day, and any other day that ASX declares is not a business day.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the
member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’
in the Corporations Act.
Company means The Agency Group Australia Limited (ACN 118 913 232).
Constitution means The Agency Group Australia Limited constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of The Agency Group Australia Limited.
Equity Security has the meaning given to that term in the ASX Listing Rules.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any
director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within
the consolidated group.
Notice or Notice of Annual General Meeting or Notice of General Meeting means this notice of general meeting including the
Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Optionholder means the holder of an Option.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial
report for the year ended 30 June 2018.
Resolutions means the resolutions set out in the Notice of Annual General Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of The Agency Group Australia Limited.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
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PROXY FORM
APPOINTMENT OF PROXY
THE AGENCY GROUP AUSTRALIA LIMITED
ACN 118 913 232
ANNUAL GENERAL MEETING
I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR: the Chair of the Meeting as my/our proxy.
or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions,
or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00am WST, on 28
November 2018 at 68 Milligan Street, Perth WA, and at any adjournment thereof.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the
Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though
Resolution 1 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the
Chair.
CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES
The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting
intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
Voting on business of the Meeting FOR AGAINST ABSTAIN
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Director – Mr John Kolenda
Resolution 3 Approval of 10% Placement Capacity
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of
hands or on a poll and your votes will not be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is: %
Signature of Shareholder(s):
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director/Company Secretary Director Director/Company Secretary
Date:
Contact name: Contact ph (daytime):
E-mail address: Consent for contact by e-mail: YES NO
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THE AGENCY GROUP AUSTRALIA LIMITED
ACN 118 913 232
Instructions for Completing ‘Appointment of Proxy’ Form
1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to
attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the
Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both
proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done
on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of
votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the
proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-
half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly
appointed proxy need not be a Shareholder.
2. (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of
business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the
percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked
the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the
vote will be invalid on that item.
3. (Signing instructions):
• (Individual): Where the holding is in one name, the Shareholder must sign.
• (Joint holding): Where the holding is in more than one name, all of the Shareholders should sign.
• (Power of attorney): If you have not already provided the power of attorney with the registry, please attach a
certified photocopy of the power of attorney to this Proxy Form when you return it.
• (Companies): Where the company has a sole director who is also the sole company secretary, that person must
sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary,
a sole director can also sign alone. Otherwise, a director jointly with either another director or a company
secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative
of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the
documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of
a certificate evidencing the appointment may be obtained from the Company.
4. (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the
Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting
in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is
present at the Meeting.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to the Company C/O Advanced Share Registry Services, ; or
(b) facsimile to the Company on facsimile number +61 8 XX,
so that it is received not less than 48 hours prior to commencement of the Meeting.
Proxy Forms received later than this time will be invalid.
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