Notice of Annual General Meeting/Proxy Form
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ACN 118 913 232
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10.30am AWST
DATE: Thursday, 16th November 2023
PLACE: Hybrid Meeting – virtual and in person at 68 Milligan Street, Perth, Western Australia
6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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 14 November 2023.
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2023 together with the declaration of the Directors, the Director’s report, the
Remuneration Report and the auditor’s report.
2. 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 2023.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
A voting prohibition statement applies to this Resolution. Please see below.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PAUL NIARDONE
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 15.2 of the Constitution, Listing Rule 14.4 and for all other
purposes, Paul Niardone, a Director, retires by rotation, and being eligible, is re-elected as
a Director.”
4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
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 for
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 Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the
Explanatory Statement.”
Dated: 10 October 2023
By order of the Board
Stuart Usher
Company Secretary
2940-18/3303529_4 1
Voting Prohibition Statement
Resolution 1 – Adoption of A vote on this Resolution must not be cast (in any capacity) by or on behalf of either
Remuneration Report 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.
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 two or more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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:
• 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.
Voting in person
To vote in person, attend the Meeting at 10.30am AWST at 68 Milligan Street Perth WA or via online attendance.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on
+61 02 8376 9100.
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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. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, 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
2023 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 https://investors.theagency.com.au/reports.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 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.
2.2 Voting consequences
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.
2.3 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 Meeting.
2940-18/3303529_4 3
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PAUL NIARDONE
3.1 General
Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing director,
a director of an entity must not hold office (without re-election) past the third annual general
meeting following the director’s appointment or three years, whichever is the longer. However,
where there is more than one managing director, only one is entitled to be exempt from this
rotation requirement.
Paul Niardone, who has served as a Director since 19 December 2016 (in the role of Managing
Director between 19 December 2016 to January 2022) and was last elected on 28 November
2017, retires by rotation and seeks re-election.
3.2 Qualifications and other material directorships
Mr Niardone was one of the founders of The Agency and, until January 2022, was the Managing
Director but has opted to take up a more operational role as an Executive Director.
He was formerly executive director and founder of Professional Public Relations (WA), the largest
PR and communications firm in the State until he sold the business to WPP. Mr Niardone has
experience in marketing and strategic planning for clients in both Government and the private
sector. With a degree in Politics and Industrial Relations and a Master’s in Business
Administration, he started his career in the Department of Cabinet and Parliamentary Services.
He was appointed inaugural Manager of the Peel Region Business Enterprise Centre, and was
then appointed as the first Marketing Manager for the entire Enterprise Centre Network
comprising 36 centres throughout WA.
Mr Niardone's marketing skills were recognised by Westpac in its decision to appoint him as one
of the first Business Banking Managers in Australia without a banking background.
His career to date has provided him with a unique opportunity to gain experience, insights and
contacts in a wide range of industries at the CEO and Board level.
He has sat on the boards of a number of public and private companies and not for profit
organisations.
3.3 Independence
If re-elected the Board does not consider that Paul Niardone will be an independent Director.
3.4 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Paul Niardone will be re-elected to the Board as an executive Director.
In the event that Resolution 2 is not passed, Paul Niardone will not continue in their role as an
executive Director. The Company may seek nominations or otherwise identify suitably qualified
candidates to join the Company. As an additional consequence, this may detract from the Board
and Company’s ability to execute on its strategic vision.
3.5 Board recommendation
The Board (other than Mr Niardone) has reviewed Mr Niardone’s performance since his
appointment to the Board and considers that his skills and experience will continue to enhance
the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr
Niardone and recommends that Shareholders vote in favour of 2.
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4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
4.1 General
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of
Equity Securities that a listed company can issue without the approval of its shareholders over
any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that
period.
However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a
special resolution passed at its annual general meeting to increase this 15% limit by an extra 10%
to 25% (7.1A Mandate).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a
market capitalisation of $300,000,000 or less. The Company is an eligible entity for these
purposes.
As at the date of this Notice, 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 $13,285,853 (based on the number of Shares
on issue and the closing price of Shares on the ASX on 3 October 2023.
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have
the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities
without Shareholder approval. For note, a special resolution is a resolution requiring at least 75%
of votes cast by shareholders present and eligible to vote at the meeting in favour of the
resolution.
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined
25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity
to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain
subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in
Listing Rule 7.1.
4.2 Technical information required by Listing Rule 7.1A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in
relation to Resolution 3:
(a) Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Meeting and expire on the first to
occur of the following:
(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under
Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or
Listing Rule 11.2 (disposal of the main undertaking).
(b) Minimum price
Any Equity Securities issued under Listing Rule 7.1A.2must be in an existing quoted class
of the Company’s Equity Securities and be issued for cash consideration at a minimum
price of 75% of the volume weighted average price of Equity Securities in that class,
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calculated over the 15 trading days on which trades in that class were recorded
immediately before:
the date on which the price at which the Equity Securities are to be issued is
agreed by the entity and the recipient of the Equity Securities; or
if the Equity Securities are not issued within 10 trading days of the date in
Section 5.2(b)(i), the date on which the Equity Securities are issued.
(c) Use of funds raised under the 7.1A Mandate
The Company intends to use funds raised from issues of Equity Securities under the
7.1A Mandate for the acquisition of new assets and investments (including expenses
associated with such an acquisition), the development of the Company’s current
business and/or general working capital.
(d) Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of
Shareholders who do not receive any Shares under the issue.
If Resolution 3 is approved by Shareholders and the Company issues the maximum
number of Equity Securities available under the 7.1A Mandate, 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 Listing Rule 7.1A.2, on the basis of the closing market price
of Shares and the number of Equity Securities on issue or proposed to be issued as at 3
October 2023.
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 7.1A Mandate.
Dilution
Issue Price
Shares
Number of Shares on Issue $0.0165 $0.031 $0.047
issued –
(Variable A in Listing Rule
10% voting 50% decrease Issue Price 50% increase
7.1A.2)
dilution
Funds Raised
Current 428,576,589 42,857,592 $664,293 $1,328,585 $1,992,878
50%
642,864,884 64,286,388 $996,439 $1,992,878 $2,989,317
increase
100%
857,153,178 85,715,184 $1,328,585 $2,657,171 $3,985,756
increase
*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. There are currently 428,576,589 Shares on issue.
2. The issue price set out above is the closing market price of the Shares on the ASX on 3 October
2023 (being $0.031).
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3. The Company issues the maximum possible number of Equity Securities under the 7.1A
Mandate.
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 Listing Rule 7.2 or with approval under Listing Rule 7.1.
5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed
that no Options are exercised into Shares before the date of issue of the Equity Securities. If the
issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are
exercised into Shares for the purpose of calculating the voting dilution effect on existing
Shareholders.
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 Listing Rule 7.1 unless
otherwise disclosed.
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 7.1A Mandate, 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.
(e) Allocation policy under the 7.1A Mandate
The recipients of the Equity Securities to be issued under the 7.1A Mandate 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 7.1A
Mandate, 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, share purchase plan,
placement 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).
(f) Previous approval under Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to Listing
Rule 7.1A at its annual general meeting held on 18 November 2022 (Previous
Approval).
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During the 12 month period preceding the date of the Meeting, being on and from 18
November 2022, the Company has not issued any Equity Securities pursuant to the
Previous Approval.
(g) Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity
Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not
included in this Notice.
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GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 4.1.
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.
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.
Closely Related Party of a member of the Key Management Personnel means:
a spouse or child of the member;
a child of the member’s spouse;
a dependent of the member or the member’s spouse;
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;
a company the member controls; or
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 Ltd (ACN 118 913 232).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any
security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying 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.
Listing Rules means the Listing Rules of ASX.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
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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 2023.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.
WST means Western Standard Time as observed in Perth, Western Australia.
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ONLINE PROXY APPOINTMENT
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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.
Important Note: The Company has determined that Shareholders will be able to attend and participate in the meeting through an online platform provided by Advanced
Share Registry.
ANNUAL GENERAL MEETING PROXY FORM
I/We being shareholder(s) of The Agency Group Australia Ltd and entitled to attend and vote hereby:
APPOINT A PROXY
The Chair of PLEASE NOTE: If you leave the section blank, the
the Meeting OR Chair of the Meeting will be your proxy.
or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) 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 extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to
STEP 1
be held at 68 Milligan Street, Perth, Western Australia 6000 and virtually on Thursday, 16 November 2023 at 10:30 am AWST and at any
adjournment or postponement of that Meeting.
Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In
exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX
announcement will be made immediately disclosing the reasons for the change.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the
Meeting as my/our proxy (or 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 this resolution is connected directly or
indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
VOTING DIRECTIONS
Resolutions For Against Abstain*
1 Adoption of Remuneration Report
◼ ◼ ◼
◼ ◼ ◼
STEP 2
2 Re-election of Director – Paul Niardone
3 Approval of 7.1A Mandate
◼ ◼ ◼
*orIf 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
on a poll and your 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)
Sole Director and Sole Company Secretary Director
STEP 3
Director/Company Secretary (Delete one)
This form should be signed by the shareholder. If a joint holding, all the shareholders 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.
THE AGENCY GROUP AUSTRALIA LTD - ANNUAL GENERAL MEETING
The Company has determined that Shareholders will be able to attend and participate in the Meeting through an online platform provided by Advanced Share Registry.
To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.
A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to attend the Meeting and vote online.
Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.
Shareholders may submit questions ahead of the Meeting via the portal.
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
APPOINTMENT OF A PROXY Corporate Representative Form may be obtained from Advanced Share
Registry.
If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you
wish to appoint someone other than the Chair, please write that person’s name SIGNING INSTRUCTIONS ON THE PROXY FORM
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.
DEFAULT TO THE CHAIR OF THE MEETING Joint Holding:
Where the holding is in more than one name, all of the security holders should
If you leave Step 1 blank, or if your appointed proxy does not attend the
sign.
Meeting, then the proxy appointment will automatically default to the Chair of Power of Attorney:
the Meeting.
If you have not already lodged the Power of Attorney with Advanced Share
VOTING DIRECTIONS – PROXY APPOINTMENT Registry, please attach the original or a certified photocopy of the Power of
You may direct your proxy on how to vote by placing a mark in one of the boxes Attorney to this form when you return it.
opposite each resolution of business. All your shares will be voted in Companies:
accordance with such a direction unless you indicate only a portion of voting Where the company has a Sole Director who is also the Sole Company
rights are to be voted on any resolution by inserting the percentage or number Secretary, this form must be signed by that person. If the company (pursuant
of shares you wish to vote in the appropriate box or boxes. If you do not mark to section 204A of the Corporations Act 2001) does not have a Company
any of the boxes on a given resolution, your proxy may vote as they choose to Secretary, a Sole Director can sign alone. Otherwise this form must be signed
the extent they are permitted by law. If you mark more than one box on a by a Director jointly with either another Director or a Company Secretary.
resolution, your vote on that resolution will be invalid. Please sign in the appropriate place to indicate the office held.
PROXY VOTING BY KEY MANAGEMENT PERSONNEL
LODGE YOUR PROXY FORM
If you wish to appoint a Director (other than the Chair) or other member of the
Company’s key management personnel, or their closely related parties, as your This Proxy Form (and any power of attorney under which it is
proxy, you must specify how they should vote on Resolution 1, by marking the signed) must be received at an address given below by 10:30 am
appropriate box. If you do not, your proxy will not be able to exercise your vote AWST on 14 November 2023, being not later than 48 hours before
for Resolution 1. the commencement of the Meeting. Proxy Forms received after
PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed
that time will not be valid for the scheduled Meeting.
by default) but do not direct them how to vote on a resolution (that is, you do
ONLINE PROXY APPOINTMENT
not complete any of the boxes “For”, “Against” or “Abstain” opposite that
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resolution), the Chair may vote as they see fit on that resolution.
APPOINTMENT OF A SECOND PROXY BY MAIL
You are entitled to appoint up to two persons as proxies to attend the Meeting Advanced Share Registry Limited
and vote on a poll. If you wish to appoint a second proxy, an additional Proxy 110 Stirling Hwy, Nedlands WA 6009; or
Form may be obtained by telephoning Advanced Share Registry Limited or you PO Box 1156, Nedlands WA 6909
may copy this form and return them both together.
To appoint a second proxy you must: BY FAX
+61 8 6370 4203
(a) on each Proxy Form state the percentage of your voting rights or number
of shares applicable to that form. If the appointments do not specify the
BY EMAIL
percentage or number of votes that each proxy may exercise, each proxy
admin@advancedshare.com.au
may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together. IN PERSON
COMPLIANCE WITH LISTING RULE 14.11 Advanced Share Registry Limited
In accordance to Listing Rule 14.11, if you hold shares on behalf of another
110 Stirling Hwy, Nedlands WA 6009
person(s) or entity/entities or you are a trustee, nominee, custodian or other
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fiduciary holder of the shares, you are required to ensure that the person(s) or
Telephone: +61 8 9389 8033
entity/entities for which you hold the shares are not excluded from voting on
resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to
receive written confirmation from the person or entity providing the voting
instruction to you and you must vote in accordance with the instruction
provided.
By lodging your proxy votes, you confirm to the company that you are in
compliance with Listing Rule 14.11.