Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ACUMENTIS GROUP LIMITED AGM Information 2017

Oct 19, 2017

64295_rns_2017-10-19_437de485-4f28-4839-a64a-cd71012fd95f.pdf

AGM Information

Open in viewer

Opens in your device viewer

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

NOTICE OF

ANNUAL GENERAL MEETING

Notice is hereby given that the 2017 Annual General Meeting of members of LandMark White Limited (Company or ‘LandMark White’) will be held at the office of LMW (LandMark White), Level 6, 55 Clarence Street, Sydney at 4.00pm (EST) on Thursday 23 November 2017.

==> picture [468 x 313] intentionally omitted <==

Notice of Annual General Meeting Doc ID 317808303/v2

LandMark White Limited ABN 50 102 320 329

Page 1

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

  1. Chairman’s Address

  2. Financial Statements and Reports

To receive and consider the Financial Report and the Reports of the Directors and the Auditor in respect of the year ended 30 June 2017.

RESOLUTION 1 - REMUNERATION REPORT

To consider and, if thought fit, to pass the following in accordance with section 250R(2) of the Corporations Act 2001:

‘That the section of the Report of the Directors for the financial year ending 30 June 2017 dealing with the remuneration of the Company’s Directors, Company Secretary and senior executives (‘remuneration report’) be adopted.’

  • NB: This resolution shall be determined as if it were an ordinary resolution, but under section 250R(3) of the Corporations Act, the vote does not bind the Directors of the Company.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on Resolution 1:

  • by or on behalf of a member of the ‘key management personnel’ as defined in Section 9 of the Corporations Act 2001 (KMP) whose remuneration is included in the Remuneration Report;

  • by or on behalf of a closely related party as defined in Section 9 of the Corporations Act 2001 (such as close family members and any controlled companies) of a member of the KMP whose remuneration is included in the Remuneration Report; or

  • as a proxy of any of the above.

However, the Company will not disregard a vote cast on Resolution 1 if it is cast as a proxy for a person who is entitled to vote;

  • in accordance with the directions (For, Against or Abstain) on the proxy appointment; or

  • it is cast by the person chairing the meeting, and;

  • the proxy appointment does not direct how the proxy is to vote; and,

  • the appointment expressly authorises the chair to exercise the undirected proxy.

RESOLUTION 2 – RE-ELECTION OF MR BRAD PILTZ

To consider and, if thought fit, to pass the following as an ordinary resolution:

‘That Mr Brad Piltz retires in accordance with clause 16 of the constitution of the Company and being eligible is re-elected as a Director of the Company.’

Notice of Annual General Meeting Doc ID 317808303/v2

Page 2

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

RESOLUTION 3 - Approval of the 10% placement facility

To consider and, if thought fit, to pass, the following Resolution as a special resolution:

  • “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

VOTING EXCLUSION STATEMENT

In accordance with the notice requirements of ASX Listing Rule 7.3A.7 for approval under ASX Listing Rule 7.1A, and ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 1 by:

  • (a) a person who may participate in the issue;

  • (b) a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

  • (c) any Associate of that person(s).

However, the Company will not disregard a vote if:

  • (d) 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

  • (e) 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.

By Order of the Board

==> picture [158 x 44] intentionally omitted <==

John Wise Company Secretary 20 October 2017

Notice of Annual General Meeting Doc ID 317808303/v2

Page 3

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

VOTING INSTRUCTIONS

Voting at the Meeting

  1. If you are able to attend at the meeting, on a show of hands each Shareholder present may cast one vote. ‘Shareholder present’ includes a person present as a proxy, attorney or body corporate representative. However, if a Shareholder holds 2 or more appointments and these appointments direct the proxy to vote in different ways, then the proxy cannot vote on a show of hands.

  2. On a poll, Shareholders have one vote for every fully paid Share held.

  3. LandMark White has determined that for the purpose of voting at the meeting or adjourned meeting, shares will be taken to be held by those persons recorded in the LandMark White register of Shareholders as at 7.00 pm (Sydney time) 21st November 2017.

Appointment of Proxy (Section 249L(d))

  1. If you are a Shareholder and you are unable to attend and vote at the meeting, and wish to appoint a proxy, please complete and return the enclosed proxy form. A proxy need not be a Shareholder of LandMark White.

  2. The proxy form must be completed and lodged at LandMark White’s share registry at Automic, PO Box 2226, Strawberry Hills, NSW, 2102 or faxed to 02 8583 3040 at least 48 hours before the meeting i.e. lodgement must occur no later than 4:00 pm (Sydney time) on 21st November 2017.

  3. A Shareholder entitled to attend and cast more than 2 votes at the meeting is entitled to appoint no more than 2 proxies to attend and vote in their stead. Where more than one proxy is appointed, each proxy should be appointed to represent a specified proportion of the Shareholder’s voting rights. Failure to apportion voting rights will result in each proxy being entitled to vote half of the Shareholder’s votes.

  4. The form must be signed personally by the Shareholder or their attorney. A corporation must sign under its common seal or under the hand of a duly authorised person or persons.

  5. Where the form is signed by a duly authorised attorney, or body corporate representative, the power of attorney, or evidence of the appointment of the representative, if not previously exhibited to LandMark White, must be produced at LandMark White’s share registry described in Item 5 prior to the time set out in Item 5.

  6. If the proxy is signed under power of attorney, the signatory must also declare that they have had no notice of revocation of the power of attorney.

Notice of Annual General Meeting Doc ID 317808303/v2

Page 4

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

Explanatory Statement

Financial Statements and Reports

The Corporations Act 2001 requires the Financial Report, Directors’ Report and Auditor’s Report to be laid before the Annual General Meeting. In addition, LandMark White’s constitution provides for such reports to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act 2001 nor LandMark White’s constitution requires shareholders to vote on such reports.

However, shareholders will be given ample opportunity to ask questions or make comments about these reports and the management at the meeting. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s report. In addition to asking questions at the meeting, shareholders may address written questions to the Company’s Auditor which are relevant to:

  • the content of the Auditor’s Report to be considered at the meeting; or

  • the conduct of the audit of the annual financial report to be considered at the meeting.

Any written questions must be submitted to the Company Secretary before 5.00 pm (Sydney time) 13th November 2017 by email, fax or post. Address details are:

GPO Box 3359 Sydney, NSW 2001 Email address: [email protected] Fax Number: 02 8823 6399

– Resolution 1 Remuneration Report

Section 250R(2) of the Corporations Act 2001 requires listed companies to put forward a resolution for adoption of the remuneration report at the company’s AGM. The remuneration report is set out in the Directors’ Report on pages 15 to 22 of the Annual Report.

The Board have had decided to maintain the remuneration levels of all its directors at 2016 levels for the 2017 Financial Year.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

The vote on this resolution is advisory only and does not bind the Directors or the Company

Under changes to the Corporations Act with the introduction of Division 9 of Part 2G.2 (which came into effect on 1 July 2011), if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at both this and the 2018 Annual General Meetings, the Company will be required to put to shareholders at the Company’s 2018 Annual General Meeting a resolution (Spill Resolution) proposing the calling of another general meeting (Spill Meeting) to consider the appointment of Directors of the Company.

If the Spill Resolution is put to the vote at the Company’s 2018 Annual General Meeting, and more than 50% of Shareholders vote in favour of the Spill Resolution, the Company is required to convene the Spill Meeting within 90 days of the Company’s 2018 Annual General Meeting. All of the Directors other than the Managing Director who were in office when the Company’s 2018 Directors’ Report was approved 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 is approved will be the Directors of the Company. Please note that should such a spill resolution be passed it will result in additional costs to the Company and all shareholders including Key Management Personnel and associates are able to vote on re-election of Directors.

Notice of Annual General Meeting Doc ID 317808303/v2

Page 5

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

– - Resolution 2 Re Election of Mr Brad Piltz as Director

Under clause 16 of the constitution of LandMark White Limited, one third of the current Directors (excluding the Managing Director, any Director appointed under clause 13.2 and any Director who has vacated his/her office under clause 15.1) must retire by rotation at each annual general meeting. There are currently 3 nonexecutive Directors. Under clause 16.2 the Directors to retire are those who have been longest in office since last being elected. Mr Brad Piltz is the longest serving director since last being elected and accordingly retires and being eligible submits himself for re-election. A summary of Mr Brad Piltz’s experience and qualifications appears below.

Recommendation

The Board of LandMark White, other than Mr Brad Piltz, being subject to election, recommends that shareholders vote in favour of the resolution to re-elect Mr Brad Piltz.

Mr Brad Piltz – appointed 26 September 2002

Member of remuneration and audit committees

Brad is the former CEO of LandMark White Limited having served in that position since the float of the company in 2002 until his retirement on 15 May 2014. Brad has been involved in financial and property markets since 1975 and was co-founder of LandMark White. In addition to extensive experience with the Commonwealth Bank, Brad has acted for major corporations and government instrumentalities providing advice from portfolio analysis to property acquisition, disposal and tenancy requirements.

Brad has acted in court as an expert witness; is highly experienced in rental determinations; prepared educational valuation materials; lectured in valuation; and appeared on Sydney radio and television providing property market commentary. He is a fellow of the Australian Property Institute, a fellow of the Royal Institute of Chartered Surveyors, a senior associate of the Financial Services Institute of Australia and a member of the Australian Institute of Company Directors.

- Resolution 3 Approval of the 10% placement facility

General

ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued capital, through placements over a 12 month period, after the Annual General Meeting (10% Placement). The 10% Placement is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.1A, an eligible entity is an entity that:

  • is not included in the S&P/ASX 300 Index; and

  • has a market capitalisation of $300 million or less.

The Company is an eligible entity.

The Company is seeking to obtain Shareholder approval by way of a special resolution, to enable the Company to issue equity securities under the 10% Placement.

The exact number of equity securities to be issued under the 10% Placement will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and set out in detail in paragraph c), below.

Notice of Annual General Meeting Doc ID 317808303/v2

Page 6

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

Description of ASX Listing Rule 7.1A

a) Shareholder approval

The ability to issue equity securities under the 10% Placement is subject to Shareholder approval by way of a special resolution at an annual general meeting and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

b) Equity Securities

Equity securities is defined in the ASX Listing Rules as shares, units, rights to shares or units or options, an option over an issued or unissued security, a convertible security, any securities that ASX decides to classify as an equity security, but does not include any securities ASX decides to classify as a debt security.

Any equity securities issued under the 10% Placement must be in the same class as an existing quoted class of equity securities of the Company.

As at the date of the Notice of Annual General Meeting, the Company has one quoted class of equity securities on issue, being shares.

  • c) Formula for calculating the 10% Placement

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, the number of equity securities calculated in accordance with the following formula:

(A X D) – E

  • A is the number of fully paid shares on issue 12 months before the date of issue or agreement to issue:

  • plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

plus the number of partly paid shares that became fully paid in the 12 months;

plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4; and

less the number of fully paid shares cancelled in the 12 months.

  • D is 10%.

  • E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of shares under ASX Listing Rules 7.1 or 7.4.

  • d) ASX Listing Rules 7.1 and 7.1A

The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1.

At the date of this Notice of Annual General Meeting, the Company has on issue 76,109,944 shares and therefore, has capacity to issue:

  • I. 11,416,492 equity securities under ASX Listing Rule 7.1; and

  • II. 7,610,994 equity securities under ASX Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated on the date of issue of equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (see paragraph c)).

Notice of Annual General Meeting Doc ID 317808303/v2

Page 7

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

e) Minimum issue price

The issue price of equity securities issued under ASX Listing Rule 7.1A must not be less than 75% of the volume weighted average price of equity securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

  • I. the date on which the price at which the equity securities are to be issued is agreed; or

  • II. if the equity securities are not issued within 5 trading days of the date in paragraph I, the date on which the equity securities are issued.

  • f) 10% Placement Period

Shareholder approval of the 10% Placement under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

  • I. the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; and

  • II. the date of the approval by Shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of a main undertaking).

  • (10% Placement Period).

ASX Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Company to issue equity securities in any existing quoted class, under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under ASX Listing Rule 7.1. As at the date of the Notice of Annual General Meeting, the Company has one quoted class of equity securities on issue, being shares.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Specific Information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement under ASX Listing Rule 7.1A:

  • a) ASX Listing Rule 7.3A.1: Minimum price at which the equity securities may be issued

The equity securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

  • I. the date on which the price at which the equity securities are to be issued is agreed; or

  • II. if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

  • b) ASX Listing Rule 7.3A.2: Statement of the risk of economic and voting dilution of existing ordinary security holders

If Resolution 3 is approved by Shareholders and the Company issues equity securities under the 10% Placement, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:

  • I. the market price for the Company's equity securities in that class may be significantly lower on the date of the issue of the equity securities than on the date of the Annual General Meeting; and

  • II. the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date.

Notice of Annual General Meeting Doc ID 317808303/v2

Page 8

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

The table below sets out the potential dilution of existing Shareholders on the basis of the current market price of shares and the current number of shares on issue, being variable "A" in the table, which is calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of this Notice of Annual General Meeting.

Notice of Annual General Meeting.
Dilution
Variable "A" in ASX Listing Rule 7.1A.2
(subject to the assumptions below)
50% decrease in
Issue Price
Issue Price
$0.34
$0.67
100% increase
in Issue Price
$1.34
Current Variable A
76,109,944 shares
10% voting dilution
7,610,994
shares
7,610,994
shares
Funds raised
$2,587,738.10
$5,099,366.25
7,610,994
shares
$10,198,732.50
50% increase in current
Variable A
114,164,916 shares
10% voting dilution
11,416,492
shares
11,416,492
shares
Funds raised
$3,881,607.14
$7,649,049.37
11,416,492
shares
$15,298,098.74
100% increase in
current Variable A
152,219,888 shares
10% voting dilution
15,221,989
shares
15,221,989
shares
Funds raised
$5,175,476.19
$10,198,732.50
15,221,989
shares
$20,397,464.99

The table also shows:

  • III. in addition to the current variable "A", two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of shares the Company has on issue. The number of shares on issue may increase as a result of issues of shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at future Shareholders’ meetings; and

  • IV. two examples, one where the issue price of ordinary securities has decreased by 50% and the other where the issue price of ordinary securities has increased by 100%, as against the current market price.

The table has been prepared on the following assumptions:

  • The Company issues the maximum number of equity securities available under the 10% Placement.

  • 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%.

  • The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement, based on that Shareholder’s holding at the date of the Annual General Meeting.

  • The table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

  • The assumed issue price is $0.70, being the closing price of shares on ASX on 6 October 2017.

Notice of Annual General Meeting Doc ID 317808303/v2

Page 9

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

  • c) ASX Listing Rule 7.3A.3: Date by which securities may be issued

The Company will only issue the equity securities during the 10% Placement Period.

The approval under Resolution 5 for the issue of the equity securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of the Company’s activities) or ASX Listing Rule 11.2 (disposal of the Company’s main undertaking) during the 10% Placement Period.

  • d) ASX Listing Rule 7.3A.4: Purposes of the issue

The Company may seek to issue equity securities under the 10% Placement for the following purposes:

  • I. non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

  • II. cash consideration. In such circumstances, the Company intends to use the funds raised towards the acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon the issue of any equity securities.

  • e) ASX Listing Rule 7.3A.5: Details of the allocation policy for issues under the approval

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

  • I. the methods of raising funds that are available to the Company, including but not limited to, a share placement, rights issue or other issue in which an existing Shareholder(s) can subscribe for shares;

  • II. the effect of the issue of the equity securities on the control of the Company;

  • III. the financial situation and solvency of the Company; and

  • IV. advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement have not been determined as at the date of this Notice of Annual General Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company. For the avoidance of doubt, the allottees will not include related parties or Associates of a related party of the Company.

  • f) ASX Listing Rule 7.3A.6: Details of securities issued in the 12 months preceding the date of the 2017 Annual General Meeting.

The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at the 2016 Annual General Meeting, The Company did not issue any securities under ASX Listing Rule 7.1A under the 2016 approval.

In the last 12 months the Company has issued the following ordinary shares, which rank equally with all existing ordinary shares on issue:

Notice of Annual General Meeting Doc ID 317808303/v2

Page 10

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

Date of Number of Recipient(s) of Price Discount Reason Consideration Use of Cash
issue shares securities to market Received Consideration
18 Nov 250,000 Chris Nicholl $0.46 $0.05 Exercise of $115,000.00 All cash used
2016 options issued cash for working
under the LMW capital
Group
Performance
Rights &
Options Plan
20 Jan 50,000 Chris Nicholl $0.46 $0.13 Exercise of $23,000.00 All cash used
2017 options issued cash for working
under the LMW capital
Group
Performance
Rights &
Options Plan
9 Feb 200,000 Chris Nicholl $0.46 $0.10 Exercise of $92,000.00 All cash used
2017 options issued cash for working
under the LMW capital
Group
Performance
Rights &
Options Plan
6 Mar 50,000 Chris Nicholl $0.46 $0.17 Exercise of $23,000.00 All cash used
2017 options issued cash for working
under the LMW capital
Group
Performance
Rights &
Options Plan
7 Mar 50,000 Chris Nicholl $0.46 $0.18 Exercise of $23,000.00 All cash used
2017 options issued cash for working
under the LMW capital
Group
Performance
Rights &
Options Plan
10 Mar 150,000 Chris Nicholl $0.46 $0.12 Exercise of $69,000.00 All cash used
2017 options issued cash for working
under the LMW capital
Group
Performance
Rights &
Options Plan
6 Apr 176,949 Existing $0.63 $0.01 Dividend $110,044.58 All cash used
2017 shareholders reinvestment cash for working
electing to plan capital
participate in
dividend
reinvestment
plan
31 May 26,614,529 New $0.60 $0.01 Fund the $15,968,718.60 $15,968,718.60
2017 shareholders acquisition of cash paid to vendors
via placement MVS Valuers of MVS Valuers

Notice of Annual General Meeting Doc ID 317808303/v2

Page 11

LandMark White Limited ABN 50 102 320 329

==> picture [47 x 43] intentionally omitted <==

Date of Number of Recipient(s) of Price Discount Reason Consideration Use of Cash
issue shares securities to market Received Consideration
31 May 6,131,497 Existing $0.60 $0.01 $3,678,898.00 $31,281.40
2017 shareholders cash paid to vendors
via 3 for 5 of MVS Valuers,
non- $854,193.57
renounceable used to cover
rights issue acquisition
costs,
$2,500,000.00
placed on term
deposit for
future
acquisitions and
$293,423.43
for working
capital
31 May 12,166,670 Vendors of $0.60 $0.01 Partial $7,300,000.00 N/A
2017 MVS Valuers consideration non-cash –
for the value of
acquisition of business and
MVS Valuers assets acquired
31 May 970,833 Enrizen $0.60 $0.01 Consideration $582,500.00 $582,500
2017 Capital for services in non-cash offset against
relation to the advisor fee
acquisition of liability
MVS Valuers
26 Jun 500,000 125,000 to $0.00 $0.62 Vesting of $Nil N/A
2017 each of Chris performance
Coonan (CEO rights issued
and Executive under the LMW
Director), Group
Frank Performance
Hardiman Rights &
(former CFO Options Plan
and current
Non-
Executive
Director, Paul
Roberts &
Paul
Fitzpatrick
(Executive
Management)
3 Oct 179,089 Existing $0.68 $0.01 Dividend $119,667.27 All cash used
2017 shareholders reinvestment cash for working
electing to plan capital
participate in
dividend
reinvestment
plan

Total ordinary shares issued in the period was 47,489,567 which equates to 165.9% of the issued share capital at the beginning of the 12 month period (being 28,620,377 ordinary shares).

Recommendation

The Board of LandMark White recommends that Shareholders vote in favour of Resolution 3. The Board consider that the approval of the 10% Placement described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under ASX Listing Rule 7.1A in the next 12 months, without further Shareholder approval.

Notice of Annual General Meeting Doc ID 317808303/v2

Page 12

LandMark White Limited ABN 50 102 320 329

AGM Registration Card

If you are attending the meeting in person, please bring this with you for Securityholder registration.

[Name/Address 1] [Name/Address 2] [Name/Address 3] [Name/Address 4] [Name/Address 5] [Name/Address 6]

[BARCODE]

Holder Number: [HolderNumber]

==> picture [13 x 9] intentionally omitted <==

Vote by Proxy: LMW

Your proxy voting instruction must be received by 4.00pm (EST) on Tuesday 21 November 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

  • Save Money: help minimise unnecessary print and mail costs for the Company.

  • It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.

  • Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

==> picture [72 x 63] intentionally omitted <==

SUBMIT YOUR PROXY VOTE BY PAPER

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided Individual : Where the holding is in one name, the Shareholder must sign.

Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided. By providing

your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

ATTENDING THE MEETING

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

POWER OF ATTORNEY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms.

==> picture [159 x 28] intentionally omitted <==

Return your completed form: Contact us – All enquiries to Automic: BY MAIL WEBCHAT Automic Registry Services https://automic.com.au/ PO Box 2226 Strawberry Hills NSW 2012 EMAIL [email protected] IN PERSON Automic Registry Services PHONE Level 3, 50 Holt Street, 1300 288 664 (Within Australia) Surry Hills NSW 2010 +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of the Company, to be held at 4.00pm (EST) on Thursday 23 November 2017 at the office of LMW (LandMark White Limited), Level 6, 55 Clarence Street, Sydney hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write the name of the person or

body corporate you are appointing as your proxy or failing the person so named or, if

no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the

following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Resolutions For Against Abstain

  1. Remuneration Report

  2. Re-Election of Mr Brad Piltz as Director

  3. Approval of the 10% placement facility

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name………………………………………………… Contact Daytime Telephone…………………………………… Date _ / _ / ___

Email Address

By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).