Notice of General Meeting/Proxy Form
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THE AGENCY GROUP AUSTRALIA LTD
ACN 118 913 232
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10AM AWST
DATE: 23 September 2019
PLACE: 68 Milligan Street
PERTH WA 6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice of 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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at
4:00pm AWST on 21 September 2019.
BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – ISSUE OF NEW OPTIONS TO PATERSONS SECURITIES LIMITED
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 5,549,537 New Options to Patersons Securities
Limited (or its nominee) on the terms and conditions set out in the Explanatory
Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Patersons Securities Limited (or its nominee) or any of their associates. 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.
2. RESOLUTION 2 – ISSUE OF NEW OPTIONS TO AURA CAPITAL PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 7,349,537 New Options to Aura Capital Pty Ltd
(or its nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Aura Capital Pty Ltd (or its nominee) or any of their associates. 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.
3. RESOLUTION 3 – ISSUE OF SHARES TO ELLESMERE INVESTMENTS PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 2,307,692 Shares to Ellesmere Investments Pty Ltd
(or its nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Ellesmere Investments Pty Ltd (or its nominee) or any of their associates. 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.
4. RESOLUTION 4 – ISSUE OF SHARES TO BIG LEAP PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 507,692 Shares to Big Leap Pty Ltd (or its
nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Big Leap Pty Ltd (or its nominee) or any of their associates. 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.
5. RESOLUTION 5 – ISSUE OF SHARES TO HOUSTAN GROUP PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 1,692,308 Shares to Houstan Group Pty Ltd (or its
nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Houstan Group Pty Ltd (or its nominee) or any of their associates. 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.
6. RESOLUTION 6 – ISSUE OF SHARES TO ROBERT BRIERLEY
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 246,154 Shares to Mr Robert Brierley (or his
nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Robert Brierley (or his nominee) or any of their associates. 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.
7. RESOLUTION 7 – ISSUE OF SHARES TO TRANSOCEAN SECURITIES PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 1,538,462 Shares to Transocean Securities Pty Ltd
(or its nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Transocean Securities Pty Ltd (or its nominee) or any of their associates. 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.
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8. RESOLUTION 8 – ISSUE OF SHARES TO TORQ MURRAY TRADING AS “TORQ MURRAY LAWYER”
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 1,000,000 Shares to TORQ Murray trading as
“TORQ Murray Lawyer” (or its nominee) on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of TORQ Murray trading as TORQ Murray Lawyer (or its nominee) or any of their associates.
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.
9. RESOLUTION 9 – ISSUE OF SHARES TO MR JIMMY CAFFIERI & MRS LUCIA CAFFIERI <BOMBA
SUPER FUND A/C>
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 1,384,615 Shares to Mr Jimmy Caffieri & Mrs Lucia
Caffieri <Bomba Super Fund A/C> (or their nominee) on the terms and conditions set
out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Mr Jimmy Caffieri & Mrs Lucia Caffieri <Bomba Super Fund A/C> (or their nominee) or any of
their associates. 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.
10. RESOLUTION 10 – ISSUE OF SHARES TO CROSSBAY PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 1,692,308 Shares to Crossbay Pty Ltd (or its
nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Crossbay Pty Ltd (or its nominee) or any of their associates. 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.
11. RESOLUTION 11 – ISSUE OF SHARES TO ASSERT CORPORATE & INVESTOR RELATIONS PTY LTD
TRADING AS “CHAPTER ONE ADVISORS”
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 769,231 Shares to Assert Corporate & Investor
Relations Pty Ltd Trading as “Chapter One Advisors” (or its nominee) on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of Assert Corporate & Investor Relations Pty Ltd Trading as “Chapter One Advisors” (or its
nominee) or any of their associates. 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.
12. RESOLUTION 12 – APPROVAL TO CONVERT DEBT OWING TO MAK PROPERTY GROUP PTY LTD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 18,963,307 Shares and 9,481,654 New Options to
MAK Property Group Pty Ltd (or its nominee) 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 MAK Property Group Pty Ltd (or its nominee) or any of their associates. 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.
13. RESOLUTION 13 – APPROVAL TO CONVERT DEBT OWING TO SEMC2 PTY LTD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 19,244,088 Shares and 9,622,044 New Options to
SEMC2 Pty Ltd (or its nominee) 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 SEMC2 Pty Ltd (or its nominee) or any of their associates. 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.
14. RESOLUTION 14 – APPROVAL TO CONVERT DEBT OWING TO BEN COLLIER INVESTMENTS PTY LTD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 18,963,307 Shares and 9,481,654 New Options to
Ben Collier Investments Pty Ltd (or its nominee) 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 Ben Collier Investments Pty Ltd (or its nominee) or any of their associates. 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.
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15. RESOLUTION 15 – APPROVAL TO CONVERT DEBT OWING TO RELATED PARTY - DARING
INVESTMENTS PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Company to issue up to 5,782,551 Shares and 2,891,275 New Options to
Daring Investments Pty Ltd (or its nominee) 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 Daring Investments Pty Ltd (or its nominee) or any of their associates. 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.
16. RESOLUTION 16 – APPROVAL TO CONVERT DEBT OWING TO RELATED PARTY - TELDAR REAL
ESTATE PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is
given for the Company to issue up to 19,244,088 Shares and 9,622,044 New Options to
Teldar Real Estate Pty Ltd (or its nominee) 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 Teldar Real Estate Pty Ltd (or its nominee) or any of their associates. 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.
17. RESOLUTION 17 – APPROVAL TO CONVERT DEBT OWING TO KALONDA PTY LTD ATF THE
LEIBOWITZ SUPERANNUATION FUND
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 7,692,308 Shares and 3,846,154 New Options to
Kalonda Pty Ltd as trustee for the Leibowitz Superannuation Fund (or its nominee) 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 Kalonda Pty Ltd as trustee for the Leibowitz Superannuation Fund (or its nominee) or
any of their associates. 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.
18. RESOLUTION 18 – ISSUE OF OPTIONS TO KALONDA PTY LTD ATF THE LEIBOWITZ
SUPERANNUATION FUND
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is
given for the Company to issue up to 714,286 New Options to Kalonda Pty Ltd as
trustee for the Leibowitz Superannuation Fund (or its nominee) 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
Kalonda Pty Ltd as trustee for the Leibowitz Superannuation Fund 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.
19. RESOLUTION 19 - ISSUE OF SHARES TO RELATED PARTY - MR PAUL NIARDONE – IN LIEU OF
DIRECTORS’ FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 1,795,682 Shares
to Mr Paul Niardone (or his nominee) 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 Mr Paul Niardone (or his nominee) or any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
20. RESOLUTION 20 – ISSUE OF SHARES TO RELATED PARTY - MR ANDREW JENSEN – IN LIEU OF
DIRECTORS’ FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act ASX Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 1,823,077 Shares
to Mr Andrew Jensen (or his nominee) 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 Mr Andrew Jensen (or his nominee) or any of their associates. 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.
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Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
21. RESOLUTION 21 – ISSUE OF SHARES TO RELATED PARTY - MR JOHN KOLENDA – IN LIEU OF
DIRECTORS’ FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act ASX Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 1,346,061 Shares
to Mr John Kolenda (or his nominee) 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 Mr John Kolenda (or his nominee) or any of their associates. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
22. RESOLUTION 22 – ISSUE OF SHARES TO RELATED PARTY - MR ADAM DAVEY – IN LIEU OF
DIRECTORS’ FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act ASX Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 1,015,185 Shares
to Mr Adam Davey (or his nominee) 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 Mr Davey (or his nominee) or any of their associates. 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.
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Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
23. RESOLUTION 23 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES (LR 7.1)
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 6,542,072 Shares on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of a person who participated in the issue or any associates of 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.
24. RESOLUTION 24 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES (LR 7.1A)
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 10,381,005 Shares on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on
behalf of a person who participated in the issue or any associates of 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: 22 August 2019
By order of the Board
Stuart Usher
Company Secretary
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Voting in person
To vote in person, attend the 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, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder 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.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 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.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company
Secretary, Stuart Usher on +61 8 6380 2555.
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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.
1. BACKGROUND TO RESOLUTIONS
1.1 Placement and Entitlement Issue
As announced to ASX on 24 July 2019, the Company proposes to undertake a capital
raising by way of:
(a) a placement of 16,923,077 Shares at an issue price $0.065 per Share to unrelated
sophisticated and professional investors under its existing placement capacity
(Listing Rules 7.1 and 7.1A) to raise approximately $1,100,000 (Placement); and
(b) a non-renounceable entitlement offer of Shares on a 4:7 basis at $0.065 per Share
to raise approximately $4,484,373 (Entitlement Issue).
For every two (2) shares subscribed for and issued under the Placement and Entitlement
Issue, the Company will issue one (1) free-attaching Option with a $0.065 exercise price and
an expiry date of 31 December 2020 (New Options). The Company will issue the New
Options the subject of the Placement under its current Listing Rule 7.1 placement capacity.
The Shares the subject of the Placement were issued on 1 August 2019, with 6,542,072 Shares
issued pursuant to the Company’s Listing Rule 7.1 placement capacity and 10,381,005
Shares issued pursuant to the Company’s Listing Rule 7.1A placement capacity. The
Company is seeking ratification of the issue of the Shares the subject of the Placement
pursuant to Resolutions 23 and 24.
Based on the number of Shares on issue at the date of this Notice, the Entitlement Issue (on
the basis that it is fully subscribed) will result in the issue of approximately 68,990,357 Shares
and 34,495,179 New Options.
1.2 The Joint Lead Managers
The Company has entered into a joint lead manager mandate with Patersons Securities
Limited (ACN 008 896 311) (Patersons) and Aura Capital Pty Ltd (ACN 143 700 887) (Aura)
(together Joint Lead Managers) (Joint Lead Manager Mandate) for Patersons and Aura to
act as Joint Lead Managers to the Placement and Entitlement Issue.
As part of the remuneration for their services as the Joint Lead Managers to the Placement
and Entitlement Issue:
(a) Patersons (or its nominee) will, subject to approval of Resolution 1, be issued with
5,549,537 New Options; and
(b) Aura (or its nominee) will, subject to approval of Resolution 2, be issued with
7,349,537 New Options,
being a total of 12,899,074 New Options (Joint Lead Manager Options).
1.3 Issues of Shares in consideration for services provided
The Company proposes to issue a total of 11,138,462 Shares to various consultants for
services provided to the Company. These Shares are proposed to be issued at a deemed
issue price of $0.065 per Share.
These Share issues are the subject of Resolutions 3 to 11.
11
1.4 Debt to Equity Conversions
As announced by the Company on 24 July 2019, AU1 has entered into agreements
pursuant to which $5,800,000 worth of debt will be converted into Shares (and free-
attaching Options issued on the same terms as the Entitlement Issue) subject to receipt of
prior Shareholder approval. Shares will be issued at a deemed issue price of $0.065 per
Share (being the same as the Placement and the Entitlement Issue).
These Share and Option issues are the subject of Resolutions 12 to 14 & 17 (in relation to
unrelated parties) and Resolutions 15 and 16 (in relation to related parties, being entities
controlled by Directors John Kolenda and Matt Lahood).
As well as being subject to receipt of prior Shareholder approval, the Share and Option
issues the subject of Resolutions 12 to 16 are conditional upon completion of the Placement
and the Entitlement Issue and the conversion of the debt the subject of Resolution 17.
Resolution 17 seeks Shareholder approval for the conversion of $500,000 worth of debt
owing to Kalonda Pty Ltd as trustee for the Leibowitz Superannuation Fund (Kalonda) into
Shares (and free-attaching Options issued on the same terms as the Entitlement Issue).
Shares will be issued at a deemed issue price of $0.065 per Share (being the same as the
Placement and the Entitlement Issue).
Resolution 18 seeks Shareholder approval for the issue of an additional 714,286 Options to
Kalonda with an exercise price and an expiry date the same as the New Options being
issued under the Placement and Entitlement Issue.
1.5 Proposed issues of Shares to Directors in lieu of Director fees
The Board proposes, subject to receipt of prior Shareholder approval, to issue a total of
5,980,205 Shares amongst Paul Niardone, Andrew Jensen, John Kolenda and Adam Davey
in lieu of outstanding Directors’ fees. These Shares are proposed to be issued at a deemed
issue price of $0.065 per Share.
Resolutions 19 to 22 set out the specific numbers of Shares proposed to be issued to each of
Paul Niardone, Andrew Jensen, John Kolenda and Adam Davey.
1.6 Pro-forma capital structure
Following completion of the Placement and Entitlement Issue, and assuming all of the
Resolutions the subject of this Notice are approved by Shareholders, the capital structure of
the Company will appear as follows:
Shares
Number
Shares currently on issue (including completion of Placement) 120,733,792
Shares issued pursuant to the Entitlement Issue 68,990,739
Shares to be issued to Consultants (Resolutions 3 to 11) 11,138,462
Shares to be issued for Debt to Equity Conversion (Resolutions 12 to 16) 82,197,341
Shares to be issued in repayment of Kalonda debt (Resolution 17) 7,692,308
Shares to be issued to Directors in lieu of Director fees (Resolution 19 to 22) 5,980,205
Total Shares 296,732,847
12
Options
Number
Options currently on issue:
Unquoted exercisable at $1.20 each on or before 19 December 2019 1,722,222
Unquoted exercisable at $0.60 each on or before two years from date of 3,200,023
issue
Unquoted exercisable at $1.20 each on or before 20 December 2020 66,667
Unquoted exercisable at $0.75 each on or before 20 December 2020 266,667
Unquoted exercisable at $0.30 each on or before 11 January 2022 333,333
New Options proposed to be issued:1
New Options issued pursuant to Placement 8,461,539
New Options offered pursuant to the Entitlement Issue 34,495,370
New Options to be issued to the Joint Lead Managers (or their nominees) 12,899,074
(Resolutions 1 and 2)
New Options to be issued for Debt to Equity Conversion (Resolutions 12 to 41,098,670
16)
New Options to be issued in repayment of Kalonda debt (Resolution 17) 3,846,154
New Options to be issued to Kalonda (Resolution 18) 714,286
Total Options 107,104,005
Note:
1. The Company intends on applying for quotation of the New Options.
Performance Shares
Number
Performance Shares currently on issue 2,222,251
2. RESOLUTIONS 1 AND 2 – ISSUE OF NEW OPTIONS TO THE JOINT LEAD MANAGERS
2.1 General
Resolution 1 seeks Shareholder approval for the issue of the Joint Lead Manager Options in
part consideration for Patersons acting as the Joint Lead Managers of the Entitlement Issue.
Resolution 2 seeks Shareholder approval for the issue of the Joint Lead Manager Options in
part consideration for Aura acting as the Joint Lead Managers of the Entitlement Issue.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue
or agree to issue more equity securities during any 12-month period than that amount
which represents 15% of the number of fully paid ordinary securities on issue at the
commencement of that 12 month period.
The effect of Resolutions 1 and 2 will be to allow the Company to issue the Joint Lead
Manager Options to Patersons and Aura during the period of 3 months after the Meeting (or
a longer period, if allowed by ASX), without using the Company’s 15% annual placement
capacity.
13
2.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is
provided in relation to Resolutions 1 and 2:
(a) the maximum number of Joint Lead Manager Options to be issued is:
(i) 5,549,537 New Options to Patersons (or its nominee); and
(ii) 7,349,537 New Options to Aura (or its nominee);
(b) the Joint Lead Manager Options will be issued no later than 3 months after the date
of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Joint Lead
Manager Options will occur on the same date;
(c) the Joint Lead Manager Options will be issued for nil cash consideration in part
consideration for Patersons and Aura acting as the Joint Lead Managers the
Entitlement Issue;
(d) the Joint Lead Manager Options will be issued to Patersons (or its nomniee) and
Aura (or its nominee), who are not related parties of the Company;
(e) the Joint Lead Manager Options will be issued on the terms and conditions set out
in Schedule 1; and
(f) no funds will be raised from the issue of the Joint Lead Manager Options as they are
being issued in part consideration consideration for Patersons and Aura acting as
the Joint Lead Managers to the Entitlement Issue.
3. RESOLUTIONS 3 TO 11 – ISSUE OF SHARES TO CONSULTANTS
3.1 General
The Company has agreed, subject, to obtaining Shareholder approval, to issue the
following Shares (together, the Consultant Shares) to the following parties (together, the
Consultants) in consideration for various services provided, approval for which is being
sought under Resolutions 3 to 11:
Resolution Consultant Shares Consultant Fees owed
Resolution 3 2,307,692 Shares at a Ellesmere Investments Pty $150,000 owing for
deemed issued price Ltd (or its nominee) consulting services
of $0.065 per Share provided
Resolution 4 507,692 Shares at a Big Leap Pty Ltd (or its $33,000 owing for
deemed issued price nominee) consulting services
of $0.065 per Share provided
Resolution 5 1,692,308 Shares at a Houstan Group Pty Ltd (or its $110,000 owing for
deemed issued price nominee) consulting services
of $0.065 per Share provided
Resolution 6 246,154 Shares at a Mr Robert Brierley (or its $16,000 owing for
deemed issued price nominee) consulting services
of $0.065 per Share provided
Resolution 7 1,538,462 Shares at a Transocean Securities Pty $100,000 owing for
deemed issued price Ltd (or its nominee) corporate advisory
of $0.065 per Share services provided
14
Resolution Consultant Shares Consultant Fees owed
Resolution 8 1,000,000 Shares at a TORQ Murray trading as $65,000 owing for
deemed issued price “TORQ Murray Lawyer” (or legal services
of $0.065 per Share its nominee) provided
Resolution 9 1,384,615 Shares at a Mr Jimmy Caffieri & Mrs $90,000 owing for
deemed issued price Lucia Caffieri <Bomba Super consulting services
of $0.065 per Share Fund A/C> (or its nominee) provided
Resolution 10 1,692,308 Shares at a Crossbay Pty Ltd (or its $110,000 owing for
deemed issued price nominee) consulting services
of $0.065 per Share provided
Resolution 11 769,231 Shares at a Assert Corporate & Investor $50,000 owing for
deemed issued price Relations Pty Ltd trading as consulting services
of $0.065 per Share “Chapter One Advisors” (or provided
its nominee)
Resolutions 3 to 11 seeks Shareholder approval for the issue of up to 11,138,462 Shares in
consideration for services provided.
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
The effect of Resolutions 3 to 11 will be to allow the Company to issue the Consultant Shares
the subject of Resolutions 3 to 11 during the period of 3 months after the Meeting (or a
longer period, if allowed by ASX), without using the Company’s 15% annual placement
capacity.
3.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is
provided in relation to the Consultant Shares:
(a) the maximum number of securities to be issued to the Consultants is:
(i) 2,307,692 Shares to Ellesmere Investments Pty Ltd (or its nominee) under
Resolution 3;
(ii) 507,692 Shares to Big Leap Pty Ltd (or its nominee) under Resolution 4;
(iii) 1,692,308 Shares to Houstan Group Pty Ltd (or its nominee) under Resolution
5;
(iv) 246,154 Shares to Mr Robert Brierley (or his nominee) under Resolution 6;
(v) 1,538,462 Shares to Transocean Securities Pty Ltd (or its nominee) under
Resolution 7;
(vi) 1,000,000 Shares to TORQ Murray Trading as TORQ Murray Lawyer (or its
nominee) under Resolution 8;
(vii) 1,384,615 Shares to Mr Jimmy Caffieri & Mrs Lucia Caffieri <Bomba Super
Fund A/C> (or their nominee) under Resolution 9;
(viii) 1,692,308 Shares to Crossbay Pty Ltd (or its nominee) under Resolution 10;
(ix) 769,231 Shares to Assert Corporate & Investor Relations Pty Ltd trading as
“Chapter One Advisors” (or its nominee) under Resolution 11;
15
(b) the Constulant Shares will be issued no later than 3 months after the date of the
Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Consultant
Shares will occur on the same date;
(c) the Consultant Shares will be issued for nil cash consideration in satisfaction of
consulting services provided by the Consultants at a deemed issue price of $0.065
per Consultant Share;
(d) the Shares will be issued to the following unrelated parties of the Company:
(i) Ellesmere Investments Pty Ltd (or its nominee) pursuant to Resolution 3; and
(ii) Big Leap Pty Ltd (or its nominee) pursuant to Resolution 4;
(iii) Houstan Group Pty Ltd (or its nominee) pursuant to Resolution 5;
(iv) Mr Robert Brierley (or its nominee) pursuant to Resolution 6;
(v) Transocean Securities Pty Ltd (or its nominee) pursuant to Resolution 7;
(vi) TORQ Murray trading as “TORQ Murray Lawyer” (or its nominee) pursuant to
Resolution 8;
(vii) Mr Jimmy Caffieri & Mrs Lucia Caffieri <Bomba Super Fund A/C> (or its
nominee) pursuant to Resolution 9;
(viii) Crossbay Pty Ltd (or its nominee) pursuant to Resolution 10;
(ix) Assert Corporate & Investor Relations Pty Ltd trading as “Chapter One
Advisors” (or its nominee) pursuant to Resolution 11
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the issue of the Consultant Shares as they are being
issued in satisfaction of various consulting services provided by ther Consultants.
4. RESOLUTIONS 12 TO 14 – APPROVAL TO CONVERT DEBT OWING TO UNRELATED PARTIES
4.1 General
As announced on 24 July 2019, the Company has agreed, subject to obtaining Shareholder
approval, to issue the following Securities (together, the Unrelated Party Securities) to the
following parties (together, the Unrelated Parties) in repayment of the following debts
(Unrelated Party Debt), approval for which is being sought under Resolutions 12 to 14:
Resolution Unrelated Party Unrelated Party Unrelated Party Debt
Securities
Resolution 12 18,963,307 Shares MAK Property Conversion of $1,232,615, being the
and 9,481,654 Group Pty Ltd(or outstanding principal of loans to
New Options its nominee) the Company
Resolution 13 19,244,088 Shares SEMC2 Pty Ltd Conversion of $1,232,615, being the
and 9,622,044 (or its nominee) being the outstanding principal of
New Options loans to the Company and
$18,250.72 of accrued, capitalised
but unpaid interest under the loan
agreements
16
Resolution Unrelated Party Unrelated Party Unrelated Party Debt
Securities
Resolution 14 18,963,307 Shares Ben Collier Conversion of $1,232,615, being the
and 9,481,654 Investments Pty outstanding principal of loans to
New Options Ltd (or its the Company
nominee)
Resolutions 12 to 14 seek Shareholder approval for the issue of up to 57,170,702 Shares and
28,585,352 New Options to the Unrelated Parties (or their nominees) in repayment of the
Unrelated Party Debt (Unrelated Party Debt Repayment).
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
The effect of Resolutions 12 to 14 will be to allow the Directors to issue the Shares and New
Options pursuant to the Unrelated Debt Repayment during the period of 3 months after the
Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual
placement capacity.
4.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is
provided in relation to the Unrelated Debt Repayment:
(a) the maximum number of securities to be issued to the Unrelated Parties is;
(i) Resolution 12: 18,963,307 Shares and 9,481,654 New Options to MAK
Property Group Pty Ltd (or its nominee);
(ii) Resolution 13: 19,244,088 Shares and 9,622,044 New Options to SEMC2 Pty
Ltd (or its nominee); and
(iii) Resolution 14: 18,963,307 Shares and 9,481,654 New Options to Ben Collier
Investments Pty Ltd (or its nominee);
(b) the Unrelated Party Securities will be issued no later than 3 months after the date of
the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Unrelated
Party Securities will occur on the same date;
(c) the Unrelated Party Securities will be issued for nil cash consideration, in repayment
of the Unrelated Party Debt at a deemed issue price of $0.065 per Share;
(d) the Unrelated Party Securities will be issued to the following unrelated parties of the
Company:
(i) MAK Property Group Pty Ltd (or its nominee);
(ii) SEMC2 Pty Ltd (or its nominee); and
(iii) Ben Collier Investments Pty Ltd (or its nominee);
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares;
(f) the terms and conditions of the New Options are set out in Schedule 1; and
(g) no funds will be raised from the issue of the Unrelated Party Securities.
17
5. RESOLUTIONS 15 AND 16 – APPROVAL TO CONVERT DEBT OWING TO RELATED PARTIES
5.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue the following
Securities (together, the Related Party Securities) to the following parties (together, the
Related Parties) in lieu of repayment of the following debts (Related Party Debt), approval
for which is being sought under Resolutions 15 and 16:
Resolution Related Party Related Party Related Party Debt
Securities
Resolution 15 5,782,551 Shares Daring Investments Conversion of $375,865.72 being
and 2,891,275 Pty Ltd (or its the outstanding principal of
New Options nominee) loans to the Company
Resolution 16 19,244,088 Shares Teldar Real Estate Conversion of $1,250,865.72
and 9,622,044 Pty Ltd (or its being the outstanding principal
New Options nominee) of loans to the Company
Resolutions 15 and 16 seek Shareholder approval for the issue of up to 25,026,639 Shares
and 12,513,319 New Options to the Related Parties in repayment of the Related Party Debt
(Related Party Debt Repayment).
5.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial
benefit to a related party of the public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
Daring Investments Pty Ltd is a related party of the Company as it is controlled by Mr John
Kolenda who is a related party of the Company under section 228(1) of the Corporations
Act by virtue of being a Director.
Teldar Real Estate Pty Ltd is a related party of the Company as it is controlled by Mr Matt
Lahood who is a related party of the Company under section 228(1) of the Corporations
Act by virtue of being a Director.
The Directors (other than Mr Kolenda who has a material personal interest in Resolution 15)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 15 because the Shares and New Options will be issued to
Daring Investments Pty Ltd (or its nominee) on the same terms as the Shares and New
Options that are being issued (subject to Resolutions 12 to 14) to the Unrelated Parties
pursuant to the Unrelated Party Debt Repayment and as such the giving of the financial
benefit is on arm’s length terms.
The Directors (other than Mr Lahood who has a material personal interest in Resolution16)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 16 because the Shares and New Options will be issued to
Teldar Real Estate Pty Ltd (or its nominee) on the same terms as the Shares and New Options
that are being issued (subject to Resolutions 12 to 14) to the Unrelated Parties pursuant to
the Unrelated Party Debt Repayment and as such the giving of the financial benefit is on
arm’s length terms.
18
5.3 ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity
issues, or agrees to issue, securities to a related party, or a person whose relationship with
the entity or a related party is, in ASX’s opinion, such that approval should be obtained
unless an exception in ASX Listing Rule 10.12 applies.
As the Related Party Debt Repayment involves the issue of Shares and Options to a related
party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required
unless an exception applies. It is the view of the Directors that the exceptions set out in ASX
Listing Rule 10.12 do not apply in the current circumstances.
5.4 Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is
provided in relation to Resolutions 15 and 16:
(a) the Related Party Securities will be granted to:
(i) Daring Investments Pty Ltd (or its nominee); and
(ii) Teldar Real Estate Pty Ltd ATF MJ Lahood Family Trust (or its nominee);
(b) the maximum number of securities to be issued to the Related Parties is:
(i) Resolution 8: 5,782,551 Shares and 2,891,275 New Options to Daring
Investments Pty Ltd (or its nominee); and
(ii) Resolution 9: 19,244,088 Shares and 9,622,044 New Options to Teldar Real
Estate Pty Ltd (or its nominee);
(c) the Related Party Securities will be granted no later than 1 month after the date of
the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Unrelated
Party Securities will occur on the same date;
(d) the Related Party Securities will be issued for nil cash consideration, in satisfaction of
the cancellation of the Related Party Debt at a deemed issue price of $0.065 per
Share;
(e) the Shares will be fully paid ordinary shares in the capital of the Company issued on
the same terms and conditions as the Company’s existing Shares;
(f) the New Options will be issued on the terms and conditions contained in Schedule
1; and
(g) no funds will be raised from the issue of the Related Party Securities.
Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Conversion
Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of
Shares and New Options to the Related Parties (or their nominees) will not be included in
the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.
6. RESOLUTION 17 – APPROVAL TO CONVERT DEBT OWING TO KALONDA PTY LTD ATF THE
LEIBOWITZ SUPERANNUATION FUND
6.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue the 7,692,308
Shares and 3,846,154 New Options in repayment of $500,000 owing to Kalonda Pty Ltd ATF
the Leibowitz Superfund (or its nominee).
19
Resolution 17 seeks Shareholder approval for the issue of up to 692,308 Shares and 3,846,154
New Options to Kalonda (or its nominees) in repayment of the debt.
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
The effect of Resolution 17 will be to allow the Directors to issue the Shares and New Options
during the period of 3 months after the Meeting (or a longer period, if allowed by ASX),
without using the Company’s 15% annual placement capacity.
6.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is
provided in relation to Resolution 10:
(a) the maximum number of securities to be issued is 7,692,308 Shares and 3,846,154
New Options;
(b) the Shares and New Options will be issued no later than 3 months after the date of
the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Shares and
New Options will occur on the same date;
(c) the Shares and New Options will be issued for nil cash consideration, in repayment
of the $500,000 debt, with the Shares being issued at a deemed issue price of
$0.065 per Share and the New Options on a free-attaching;
(d) the Shares and New Options will be issued to Kalonda Pty Ltd ATF the Leibowitz
Superfund (or its nominee) which is not a related party of the Company:
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares;
(f) the terms and conditions of the New Options are set out in Schedule 1; and
(g) no funds will be raised from the issue of the Shares and New Options the subject of
this Resolution.
7. RESOLUTION 18 – ISSUE OF OPTIONS TO KALONDA PTY LTD ATF THE LEIBOWITZ
SUPERANNUATION FUND
7.1 General
Resolution 18 seeks Shareholder approval for the issue of 714,286 New Options to Kalonda
Pty Ltd ATF The Leibowitz Superannuation Fund (or its nominee) in consideration for loan
facilitation fees.
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
The effect of Resolution 18 will be to allow the Company to issue the New Options during
the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without
using the Company’s 15% annual placement capacity.
7.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is
provided in relation to Resolution 11:
(a) the maximum number of Options to be issued is 714,286 New Options;
20
(b) the New Options will be issued no later than 3 months after the date of the Meeting
(or such later date to the extent permitted by any ASX waiver or modification of the
ASX Listing Rules) and it is intended that issue of the Options will occur on the same
date;
(c) the New Options will be issued for nil cash consideration in satisfaction of loan
facilitation fees owing to Kalonda;
(d) the New Options will be issued to Kalonda Pty Ltd ATF The Leibowitz Superannuation
Fund (or its nominee), which is not a related party of the Company;
(e) the New Options will be issued on the terms and conditions set out in Schedule 1;
and
(f) no funds will be raised from the issue of the New Options.
8. RESOLUTIONS 19 TO 22 – ISSUE OF SHARES IN LIEU OF DIRECTOR’S FEES
8.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue the following
Securities (together, the Director Shares) to the following parties (together, the Directors) in
lieu of the following unpaid Director fees (Fees), approval for which is being sought under
Resolutions 19 to 22:
Resolution Name Fees Shares
Resolution 19 Mr Paul Niardone $116,719 1,795,682
Resolution 20 Mr Andrew Jensen $118,500 1,823,077
Resolution 21 Mr John Kolenda $87,494 1,346,061
Resolution 22 Mr Adam Davey $66,000 1,015,385
TOTAL $388,713 5,980,205
Resolutions 19 to 22 seek Shareholder approval for the issue of up to 5,980,205 Shares to the
Directors in consideration for the repayment of the Fees (Fee Repayment).
8.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial
benefit to a related party of the public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
Mr Paul Niardone is a related party of the Company under section 228(1) of the
Corporations Act by virtue of being a Director.
Mr Andrew Jensen is a related party of the Company under section 228(5) of the
Corporations Act by virtue of being Director in the previous six months.
Mr John Kolenda is a related party of the Company under section 228(1) of the
Corporations Act by virtue of being a Director.
21
Mr Adam Davey is a related party of the Company under section 228(1) of the Corporations
Act by virtue of being a Director.
The issue of the Director Shares constitutes giving a financial benefit.
The Directors (other than Mr Niardone who has a material personal interest in Resolution 19)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 19 because the conversion of Mr Niardone’s Fees to Shares
is considered reasonable remuneration in the circumstances.
The Directors consider that Shareholder approval pursuant to Chapter 2E of the
Corporations Act is not required in respect of Resolution 20 because the conversion of Mr
Jensen’s Fees to Shares is considered reasonable remuneration in the circumstances.
The Directors (other than Mr Kolenda who has a material personal interest in Resolution 21)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 21 because the conversion of Mr Kolenda’s Fees to Shares
is considered reasonable remuneration in the circumstances.
The Directors (other than Mr Davey who has a material personal interest in Resolution 22)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of Resolution 22 because the conversion of Mr Davey’s Fees to Shares is
considered reasonable remuneration in the circumstances.
8.3 Section 195(4) of the Corporations Act
Section 195 of the Corporations Act provides that a Director of a public company may not
vote or be present during meetings of Directors when matters in which that Director holds a
“material personal interest” are being considered, except in certain limited circumstances.
Section 195(4) relevantly provides that if there are not enough Directors to form a quorum
for a Directors meeting because of this restriction, one or more of the Directors may call a
general meeting and the general meeting may pass a resolution to deal with the matter.
It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be
the case) that four out of the five Directors comprising the Board have a material personal
interest in the outcome of Resolutions 19, 20, 21 and 22. If each does have such an interest,
then a quorum could not be formed to consider the matters contemplated by Resolutions
19, 20, 21 and 22 at Board level.
Accordingly, for the avoidance of any doubt, and for the purpose of transparency and
best practice corporate governance, the Company also seeks Shareholder approval for
Resolutions 19, 20, 21 and 22 for the purposes of section 195(4) of the Corporations Act in
respect of the reliance on the arm’s length exception and the decision not to seek
Shareholder approval under Chapter 2E of the Corporations Act.
8.4 ASX Listing Rule 10.11
A summary of ASX Listing Rule 10.11 is set out in Section 5.3 above.
As the issue of the Director Shares involves the issue of Shares to a related party of the
Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an
exception applies. It is the view of the Directors that the exceptions set out in ASX Listing
Rule 10.12 do not apply in the current circumstances.
8.5 Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is
provided in relation to Resolutions 19 to 22:
(a) the Director Shares will be issued to:
22
(i) Mr Paul Niardone (or his nominee);
(ii) Mr Andrew Jensen (or his nominee);
(iii) Mr John Kolenda (or his nominee); or
(iv) Mr Adam Davey (or his nominee);
(b) the maximum number of Director Shares to be issued to the Related Parties is:
(i) 1,795,682 Shares to Mr Paul Niardone (or his nominee);
(ii) 1,823,077 Shares to Mr Andrew Jensen (or his nominee);
(iii) 1,346,061 Shares to Mr John Kolenda (or his nominee); and
(iv) 1,015,385 Shares to Mr Adam Davey (or his nominee);
(c) the Director Shares will be granted no later than 1 month after the date of the
Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Director
Shares will occur on the same date;
(d) the Director Shares will be issued for nil cash consideration, in satisfaction of
payment of the Fees at a deemed issue price of $0.065 per Share;
(e) the Director Shares will be fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the Fee Repayment as the Director Shares are being
issued in lieu of payment of the Fees.
Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Director Shares
as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Shares
and New Options to the Related Parties (or their nominees) will not be included in the use of
the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.
9. RESOLUTIONS 23 AND 24 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES
9.1 General
On 1 August 2019, the Company issued 16,923,077 Shares at an issue price of $0.065 per
Share to raise $1,100,000.
10,381,005 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule
7.1A which was approved by Shareholders at the annual general meeting held on 28
November 2018 and 6,542,072 Shares were issued pursuant to the Company’s capacity
under ASX Listing Rule 7.1.
Resolutions 23 and 24 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of those Shares (Ratification).
9.2 Resolution 23 – ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a
company in general meeting ratifies the previous issue of securities made pursuant to ASX
Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1)
those securities will be deemed to have been made with shareholder approval for the
purpose of ASX Listing Rule 7.1.
23
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the
future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
9.3 Resolution 24 – ASX Listing Rule 7.1A
ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder
approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder
approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which
the approval is valid a number of quoted equity securities which represents 10% of the
number of fully paid ordinary securities on issue at the commencement of that 12 month
period as adjusted in accordance with the formula in ASX Listing Rule 7.1.
Where an eligible entity obtains shareholder approval to increase its placement capacity
under ASX Listing Rule 7.1A then any ordinary securities issued under that additional
placement capacity:
(a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and
(b) are counted in variable “E”,
until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous
issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.
By ratifying the issue the subject of Resolution 24, the base figure (ie variable “A”) in which
the Company’s 15% and 10% annual placement capacities are calculated will be a higher
number which in turn will allow a proportionately higher number of securities to be issued
without prior Shareholder approval.
9.4 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is
provided in relation to the Ratification:
(a) 16,923,077 Shares were issued on the following basis:
(i) 6,542,072 Shares issued pursuant to ASX Listing Rule 7.1; and
(ii) 10,381,005 Shares issued pursuant to ASX Listing Rule 7.1A;
(b) the issue price was $0.065 per Share under both the issue of Shares pursuant to ASX
Listing Rule 7.1 and ASX Listing Rule 7.1A;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company
issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated and professional investors – Magnolia
Capital and Honan Insurance Group. None of these subscribers are related parties
of the Company; and
(e) the funds raised from this issue will be used for growth and acquisition opportunities
for the Company and working capital.
24
GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the
context requires.
ASX Listing Rules means the Listing Rules of ASX.
Assert Corporate & Investor Relations Pty Ltd trading as Chapter One Advisors means Assert
Corporate & Investor Relations Pty Ltd trading as Chapter One Advisors (ACN 061 660 375).
Aura means Aura Capital Pty Ltd (ACN 143 700 887)
Ben Collier Investments Pty Ltd means Ben Collier Investments Pty Ltd (ACN 149 089 154).
Big Leap Pty Ltd means Big Leap Pty Ltd (ACN 151 753 454).
Board means the current board of directors of the Company.
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.
Chair means the chair of the Meeting.
Company means The Agency Group Australia Ltd (ACN 118 913 232).
Constitution means the Company’s constitution.
Consultants means the parties set out in Section Error! Reference source not found..
Consultant Shares means the issue of Shares to the Consultants that are subject to Resolutions 3 and
4.
Corporations Act means the Corporations Act 2001 (Cth).
Crossbay Pty Ltd means Crossbay Pty Ltd (ACN 099 124 026).
Daring Investments Pty Ltd means Daring Investments Pty Ltd (ACN 059 818 807).
Director Shares means the Shares that, subject to Resolutions 19 to 22, are to be issued to the
Directors that are listed in Section 8.1.
Directors means the current directors of the Company.
Ellesmore Investments Pty Ltd means Ellesmere Investments Pty Ltd (ACN 615 973 030).
Entitlement Issue means a non-renounceable entitlement offer of Shares on a 4:7 basis at $0.065 per
Share to raise approximately $4,484,398, together with 1 free-attaching New Option for every 2
Shares subscribed for an issued.
Explanatory Statement means the explanatory statement accompanying the Notice.
Fees means the unpaid Directors fees set out in Section 8.1.
General Meeting or Meeting means the meeting convened by the Notice.
Houstan Group Pty Ltd means Houstan Group Pty Ltd (ACN 152 842 718).
Joint Lead Managers means Patersons and Aura.
Joint Lead Manager Mandate has its meaning given to it in Section 1.2.
25
Joint Lead Manager Options means the 12,899,074 New Options that, subject to Resolutions 1 and 2,
are to be issued to Patersons and Aura pursuant to the Joint Lead Manager Mandate.
Kalonda means Kalonda Pty Ltd (ACN 009 137 222) as trustee for the Leibowitz Superannuation
Fund.
MAK Property Group Pty Ltd means MAK Property Group Pty Ltd (ACN 126 541 571).
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and
the Proxy Form.
New Option means an option to acquire a Share with the terms and conditions set out in Schedule
1.
Optionholder means a holder of a New Option.
Patersons means Patersons Securities Limited (ACN 008 896 311).
Placement means a placement of 16,923,077 Shares at $0.065 per Share, together with free-
attaching New Options on a 1:2 basis, to unrelated sophisticated and professional investors under
the Company’s existing placement capacity to raise approximately $1,100,000.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Related Parties means the parties set out in Section 5.1.
Related Party Debt means the amounts owed by the Company to the Related Parties as set out in
Section 5 of the Explanatory Statement.
Related Party Debt Repayment means the issuing of up the Related Party Securities to the Related
Parties in consideration for the repayment of the Related Party Debt that is subject to Resolutions 15
and 16.
Related Party Securities means the Shares and New Options that, subject to Resolutions 15 and 16,
are to be issued to the Related Parties.
Section means a section of the Explanatory Statement.
SEMC2 Pty Ltd means SEMC2 Pty Ltd (ACN 126 492 733).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Teldar Real Estate Pty Ltd means Teldar Real Estate Pty Ltd (ACN 061 660 375).
Transocean Securities means Transocean Securities Pty Ltd (ACN 009 230 120).
Unrelated Parties means the parties set out in Section 4.1.
Unrelated Party Debt Repayment means the issuing of up the Related Party Securities to the Related
Parties in consideration for the repayment of the Related Party Debt that is subject to Resolutions 12
to 14.
Unrelated Party Securities means the issue of Shares and New Options that, subject to Resolutions 12
to 14, are to be issued to the Related Parties.
WST means Western Standard Time as observed in Perth, Western Australia.
26
SCHEDULE 1 – TERMS AND CONDITIONS OF THE NEW OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.065
(Exercise Price)
(c) Expiry Date
Each Option will expire at 5:00 pm (WST) on 31 December 2020 (Expiry Date). An Option not
exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the
Company in the manner specified on the Option certificate (Notice of Exercise) and
payment of the Exercise Price for each Option being exercised in Australian currency by
electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the
Notice of Exercise and the date of receipt of the payment of the Exercise Price for each
Option being exercised in cleared funds (Exercise Date).
(g) Timing of issue of Shares on exercise
Within 15 Business Days after the Exercise Date, the Company will:
(i) issue the number of Shares required under these terms and conditions in respect of
the number of Options specified in the Notice of Exercise and for which cleared
funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the
Corporations Act, or, if the Company is unable to issue such a notice, lodge with
ASIC a prospectus prepared in accordance with the Corporations Act and do all
such things necessary to satisfy section 708A(11) of the Corporations Act to ensure
that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX
of Shares issued pursuant to the exercise of the Options.
If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for
sale of the Shares does not require disclosure to investors, the Company must, no later than
20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a
prospectus prepared in accordance with the Corporations Act and do all such things
necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale
of the Shares does not require disclosure to investors.
(h) Shares issued on exercise
27
Shares issued on exercise of the Options rank equally with the then issued shares of the
Company.
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Option
holder are to be changed in a manner consistent with the Corporations Act and the ASX
Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not
be entitled to participate in new issues of capital offered to Shareholders during the
currency of the Options without exercising the Options.
(k) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a change in the
number of underlying securities over which the Option can be exercised.
(l) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by
ASX or under applicable Australian securities laws.
28
LODGE YOUR PROXY APPOINTMENT ONLINE
ONLINE PROXY APPOINTMENT
www.advancedshare.com.au/investor-login
MOBILE DEVICE PROXY APPOINTMENT
Lodge your proxy by scanning the QR code below, and enter
your registered postcode.
It is a fast, convenient and a secure way to lodge your vote.
2019 GENERAL MEETING PROXY FORM
I/We being shareholder(s) of The Agency Group Australia Limited and entitled to attend and vote hereby:
APPOINT A PROXY
The Chair of the PLEASE NOTE: If you leave the section blank, the Chair of the
meeting OR Meeting will be your proxy.
or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to
act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the
STEP 1
extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at 68 Milligan Street, Perth WA 6000 on 23 September
2019 at 10.00am WST and at any adjournment or postponement of that Meeting.
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 Resolutions 19, 20, 21 and 22 (except where I/we have indicated a different voting intention below) even though Resolutions 19, 20, 21
and 22 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 DIRECTIONS
Agenda Items For Against Abstain*
1 Issue of New Options to Patersons Securities Limited ◼ ◼ ◼
2 Issue of New Options to Aura Capital Pty Ltd ◼ ◼ ◼
3 Issue of Shares to Ellesmere Investments Pty Ltd ◼ ◼ ◼
4 Issue of Shares to Big Leap Pty Ltd ◼ ◼ ◼
5 Issue of Shares to Houstan Group Pty Ltd ◼ ◼ ◼
6 Issue of Shares to Robert Brierley ◼ ◼ ◼
7 Issue of Shares to Transocean Securities Pty Ltd ◼ ◼ ◼
8 Issue of Shares to Torq Murray Trading As “Torq Murray Lawyer” ◼ ◼ ◼
9 Issue of Shares to Mr Jimmy Caffieri & Mrs Lucia Caffieri <Bomba Super Fund A/C> ◼ ◼ ◼
10 Issue of Shares to Crossbay Pty Ltd ◼ ◼ ◼
STEP 2
11 Issue of Shares to Assert Corporate & Investor Relations Pty Ltd Trading as “Chapter One Advisors” ◼ ◼ ◼
12 Approval to Convert Debt Owing to Mak Property Group Pty Ltd ◼ ◼ ◼
13 Approval to Convert Debt Owing to Semc2 Pty Ltd ◼ ◼ ◼
14 Approval to Convert Debt Owing to Ben Collier Investments Pty Ltd ◼ ◼ ◼
15 Approval to Convert Debt Owing to Related Party - Daring Investments Pty Ltd ◼ ◼ ◼
16 Approval to Convert Debt Owing to Related Party - Teldar Real Estate Pty Ltd ◼ ◼ ◼
17 Approval to Convert Debt Owing to Kalonda Pty Ltd ATF The Leibowitz Superannuation Fund ◼ ◼ ◼
18 Issue of Options to Kalonda Pty Ltd ATF The Leibowitz Superannuation Fund ◼ ◼ ◼
19 Issue of Shares to Related Party - Mr Paul Niardone – in lieu of Directors’ Fees ◼ ◼ ◼
20 Issue of Shares to Related Party - Mr Andrew Jensen – in lieu of Directors’ Fees ◼ ◼ ◼
21 Issue of Shares to Related Party - Mr John Kolenda – in lieu of Directors’ Fees ◼ ◼ ◼
22 Issue of Shares to Related Party - Mr Adam Davey – in lieu of Directors’ Fees ◼ ◼ ◼
23 Ratification of Prior Issue – Placement Shares (LR 7.1) ◼ ◼ ◼
24 Ratification of Prior Issue – Placement Shares (LR 7.1a) ◼ ◼ ◼
* your
If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and
votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
STEP 3
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney, the power of
attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance,
and selected announcements.
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU.
THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
CHANGE OF ADDRESS CORPORATE REPRESENTATIVES
This form shows your address as it appears on Company’s share register. If this If a representative of a nominated corporation is to attend the meeting the
information is incorrect, please make the correction on the form. Shareholders appropriate “Certificate of Appointment of Corporate Representative” should
sponsored by a broker should advise their broker of any changes. be produced prior to admission in accordance with the Notice of Meeting. A
Corporate Representative Form may be obtained from Advanced Share
Registry.
APPOINTMENT OF A PROXY
If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you
SIGNING INSTRUCTIONS ON THE PROXY FORM
wish to appoint someone other than the Chair, please write that person’s name
in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy Individual:
may be an individual or a body corporate. Where the holding is in one name, the security holder must sign.
Joint Holding:
Where the holding is in more than one name, all of the security holders should
DEFAULT TO THE CHAIR OF THE MEETING sign.
If you leave Step 1 blank, or if your appointed proxy does not attend the Power of Attorney:
Meeting, then the proxy appointment will automatically default to the Chair of If you have not already lodged the Power of Attorney with Advanced Share
the Meeting. Registry, please attach the original or a certified photocopy of the Power of
Attorney to this form when you return it.
Companies:
VOTING DIRECTIONS – PROXY APPOINTMENT Where the company has a Sole Director who is also the Sole Company
You may direct your proxy on how to vote by placing a mark in one of the boxes Secretary, this form must be signed by that person. If the company (pursuant
opposite each resolution of business. All your shares will be voted in to section 204A of the Corporations Act 2001) does not have a Company
accordance with such a direction unless you indicate only a portion of voting Secretary, a Sole Director can sign alone. Otherwise this form must be signed
rights are to be voted on any resolution by inserting the percentage or number by a Director jointly with either another Director or a Company Secretary.
of shares you wish to vote in the appropriate box or boxes. If you do not mark Please sign in the appropriate place to indicate the office held.
any of the boxes on a given resolution, your proxy may vote as they choose to
the extent they are permitted by law. If you mark more than one box on a LODGE YOUR PROXY FORM
resolution, your vote on that resolution will be invalid.
This Proxy Form (and any power of attorney under which it is
signed) must be received at an address given below by 10.00am
PROXY VOTING BY KEY MANAGEMENT PERSONNEL WST on 21 September 2019, being not later than 48 hours before
the commencement of the Meeting. Proxy Forms received after
If you wish to appoint a Director (other than the Chair) or other member of the that time will not be valid for the scheduled meeting.
Company’s key management personnel, or their closely related parties, as your
proxy, you must specify how they should vote on Item 1, by marking the ONLINE PROXY APPOINTMENT
appropriate box. If you do not, your proxy will not be able to exercise your vote www.advancedshare.com.au/investor-login
for Item 1.
BY MAIL
Advanced Share Registry Limited
PLEASE NOTE: If you appoint the Chair as your proxy (or if he is appointed 110 Stirling Hwy, Nedlands WA 6009; or
by default) but do not direct him how to vote on a resolution (that is, you do PO Box 1156, Nedlands WA 6909
not complete any of the boxes “For”, “Against” or “Abstain” opposite that
resolution), the Chair may vote as he sees fit on that resolution. BY FAX
+61 8 9262 3723
APPOINTMENT OF A SECOND PROXY BY EMAIL
You are entitled to appoint up to two persons as proxies to attend the meeting admin@advancedshare.com.au
and vote on a poll. If you wish to appoint a second proxy, an additional Proxy
Form may be obtained by telephoning Advanced Share Registry Limited or you
IN PERSON
Advanced Share Registry Limited
may copy this form and return them both together.
110 Stirling Hwy, Nedlands WA 6009
To appoint a second proxy you must:
(a) On each Proxy Form state the percentage of your voting rights or number ALL ENQUIRIES TO
of shares applicable to that form. If the appointments do not specify the Telephone: +61 8 9389 8033
percentage or number of votes that each proxy may exercise, each proxy
may exercise half your votes. Fractions of votes will be disregarded; and
(b) Return both forms together.