ACUMENTIS GROUP LIMITED — Proxy Solicitation & Information Statement 2019

Dec 15, 2019

LandMark White Limited

Level 6, 55 Clarence Street, Sydney NSW 2000 ACN: 102 320 329

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LandMark White Limited

Notice of Extraordinary General Meeting Explanatory Statement | Proxy Form

31 January 2020

3.00PM AEDT

Address Automic Group Level 5, 126 Phillip Street, Sydney NSW 2000

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.

https://www.acumentis.com.au/

Contents

Contents
Venue and Voting Information	2
Notice of Extraordinary General Meeting – Resolutions	3
Notice of Extraordinary General Meeting – Explanatory Statement	4
Glossary	6
Proxy Form	Attached

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3.00pm (AEDT) on 31 January 2020 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000.

Your vote is important

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

LandMark White Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

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Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of LandMark White Limited ACN 102 320 329 will be held at 3.00pm (AEDT) on 31 January 2020 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000 ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 7:00PM (AEDT) on 29 January 2020.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Resolutions

Change of Company Name

1. Resolution 1 – Change of Company Name

To consider and, if thought fit to pass, with or without amendment, the following resolution as a Special Resolution :

“That, with effect from the date that ASIC alters the details of the Company’s registration in accordance with Section 157(1) of the Corporations Act, the name of the Company be changed to Acumentis Group Limited.”

BY ORDER OF THE BOARD

John Wise Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 3.00pm (AEDT) on 31 January 2020 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Extraordinary General Meeting are set out below.

Resolutions

Change of Company Name

Resolution 1 – Change of Company Name

The Company proposes to change its name from “LandMark White Limited” to “Acumentis Group Limited”.

Background

Over the past two years LandMark White has grown through the acquisitions of MVS National (May 2017) and Taylor Byrne (October 2018).

Only months into the second acquisition, the Company was subject to the first of two data incidents prohibiting the full integration of the two businesses and impacting the LandMark White brand.

This led to the opportunity to develop a new, strong and unified identity that would;

• unite the team under one shared identity;

• simplify business structure and systems;

• advance the Company’s client relations; and

• rebuild shareholder value.

New Brand

The brand name Acumentis has been derived from two Latin words – acumen (a keen insight and sharpness in business) and mentis (mastery of mind, intellect, reason and courage).

Acumentis was selected as a name that expresses our values and qualities as suggested by those that know our business best – our staff. Our rebrand was undertaken with insight from our 40 metropolitan and regional offices, and more than 300 property professionals.

Acumentis is a positive word that reflects what our team and clients say about our service – it’s not just the data we provide that makes the difference. It’s the professionalism and integrity of our people, combined with insights and knowledge, that make us unique.

Acumentis reflects the expanded range of services offered through the merging of the three businesses and the combined experience of over 100 years in the provision of property valuation and advisory services.

Acumentis helps us prepare for the future success of the business.

To view the brand video visit - https://www.acumentis.com.au/about-acumentis/news-updates/welcometo-acumentis/

Proposal

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The change of name will take effect from when ASIC alters the details of the Company’s registration.

The Company also proposes to change its ASX ticker code from ‘LMW’ to ‘ACU’ to reflect this change, subject to confirmation by ASX.

This change in name will not in itself, affect the legal status of the Company or any of its assets or liabilities.

Pursuant to section 157(1) of the Corporations Act, a change in Company name can only be effected by way of a special resolution passed by its Shareholders. Therefore, this Resolution can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Directors Recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on 02 8823 6364 if they have any queries in respect of the matters set out in these documents.

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Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

ASIC means Australian Securities and Investment Commission.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Company means LandMark White Limited ACN 102 320 329.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Extraordinary General Meeting or EGM or Meeting means an Extraordinary General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated 13 Decmber 2019 including the Explanatory Statement.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

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LMW

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For

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