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AIRTASKER LIMITED — AGM Information 2021
Oct 19, 2021
64424_rns_2021-10-19_d67aa4b9-99d9-46e0-b15e-39949faa1543.pdf
AGM Information
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20 October 2021
Dear Shareholder,
On behalf of the Directors of Airtasker Limited ACN 149 850 457 ( Airtasker ), I am pleased to invite you to attend the Annual General Meeting ( Meeting ) of Airtasker.
The Meeting will be held virtually (online) on 24 November 2021 commencing at 11.00am (AEDT). Due to the current and changing circumstances in relation to COVID-19, and with the safety of our shareholders and staff in mind, there will be no physical meeting. To attend and participate at the Meeting, you must log in to an online platform provided by our share registry, Automic: https://investor.automic.com.au.
For those shareholders who have not registered an email address with the registry, a hard copy letter will be sent to your registered address providing details of how to access the Notice of Meeting from our website https://www.airtasker.automic.com.au/investor-information. For those shareholders who have registered an email address with the registry, we will not be sending you a hard copy letter or Proxy Form by post ahead of this Meeting. Instead, a copy of the Notice of Meeting will be sent to your registered email address. Alternatively, you are able to view and download a copy of the Notice of Meeting from our website or via the ASX announcements platform. This approach is consistent with the temporary modifications to the Corporations Act announced by the Commonwealth Treasurer in response to the COVID-19 pandemic under the Treasury Law Amendments (2021 Measure No. 1) Act 2021.
Also available on our website, will be all the information you need to attend the Meeting. It will include our virtual Meeting online guide on how to use the online facility, answers to frequently asked questions and access to the Notice of Meeting. Our website also provides instructions on how to vote and ask a question online ahead of the Meeting.
All resolutions considered at the Meeting will be decided on by poll. I encourage you to read the Notice of Meeting (including the Explanatory Memorandum) and consider directing your proxy how to vote in each resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy Form or attending the Meeting online.
Subject to the exclusions noted in the Explanatory Memorandum, the Directors of Airtasker unanimously recommend that shareholders vote in favour of all resolutions.
Thank you for your continued support of Airtasker.
Yours faithfully,
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James Spenceley Chairperson
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AIRTASKER LIMITED
ACN 149 850 457
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Airtasker Limited ACN 149 850 457 (Airtasker or Company) will be held at:
TIME: 11.00am (AEDT) DATE: 24 November 2021 PLACE: The Meeting will be held virtually. See details below.
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.
Please note that with the current circumstances relating to COVID-19 and the government restrictions and recommendations on public gatherings, the Meeting will be held virtually by using an online meeting platform powered by Automic (further instructions are enclosed in this Notice). Shareholders will not be able to physically attend the Meeting. The Company will ensure that all Shareholders have a reasonable opportunity to participate in the Meeting via the following means:
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ability to ask questions in advance of the Meeting by sending your questions by email to the Company Secretary at [email protected] at least 48 hours before the start of the Meeting; and
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the Meeting will be live webcast, with the ability of Shareholders to submit questions and vote in real time via the webcast platform. Details on how to access the webcast platform are set out below.
Voting on all resolutions will be decided by poll.
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Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Shareholders of Airtasker Limited ACN 149 850 457 (Company) will be held virtually on 24 November 2021 at 11.00am AEDT, for the purpose of transacting the following business referred to in this Notice of Meeting.
An Explanatory Statement provides additional information on matters to be considered at the Meeting.
Please note the important limitations and procedural requirements that will apply to the Meeting as set out in this Notice. The Company is implementing these limitations and procedural requirements to ensure the health and safety of Shareholders and officers of the Company, to ensure compliance with the government’s guidelines on public gatherings which are continually changing and to ensure that Shareholders will have a reasonable opportunity to participate in the Meeting.
AGENDA
ORDINARY BUSINESS
FINANCIAL REPORT
To receive the financial report of the Company and the reports of the Directors and of the Auditors for the financial year ended 30 June 2021.
Note: There is no requirement for shareholders to approve the reports
RESOLUTION 1: REMUNERATION REPORT
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“The Remuneration Report for the financial year ended 30 June 2021 as disclosed in the Company’s Annual Report be adopted.”
Note: This Resolution is advisory only and does not bind the Company or the Directors. This resolution is subject to voting exclusions which are set out below. The Chairperson of the meeting will not vote undirected proxies on this resolution.
RESOLUTION 2: RE-ELECTION OF DIRECTOR – PETER HAMMOND
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purpose of Article 41.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Peter Hammond, a Director having been appointed by the Board, retires, and being eligible, is re-elected as a Director of the Company.”
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SPECIAL BUSINESS
RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SECURITIES (PLACEMENT)
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 31 May 2021 of a total of 20,703,934 fully paid ordinary shares in the Company at an issue price of $1.00 per share on the terms and conditions set out in the Explanatory Memorandum.”
Note: This resolution is subject to voting exclusions which are set out below.
VOTING EXCLUSIONS:
Voting Exclusions in accordance with the Corporations Act
Resolution 1: The Company will disregard any votes, in accordance with section 250R(4) of the Corporations Act, by or on behalf of:
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(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
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(b) a Closely Related Party of such member.
However, in accordance with section 250R(5) of the Corporations Act, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in section 250R(4) and either:
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(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or
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(b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the Chairperson to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of the Key Management Personnel.
Resolution 3: In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who participated in the issue or any associates of those persons.
However, the above voting exclusion statements under the ASX Listing Rules will not apply and, the Company need not disregard a vote cast in favour of Resolution 3 if it is cast by a person as:
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(a) a person as proxy or attorney for a person who is entitled to vote on the resolution in accordance with the directions given on the Proxy Form or to the attorney to vote on the resolution in that way; or
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(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction on the Proxy Form to vote as the proxy or attorney decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
IMPORTANT NOTES FOR SHAREHOLDERS
These notes form part of the Notice of Meeting.
Time and Place of Meeting
Notice is given that an Annual General Meeting of members will be held virtually on 24 November 2021 at 11.00am AEDT.
There will be no physical venue of the Annual General Meeting at which Shareholders may attend in person. The Meeting will be held virtually using Automic’s online meeting platform (Webcast), which gives shareholders access to join and participate in the Meeting virtually, submit questions to the Chairperson in real time and directly vote at the Meeting using the Webcast.
Shareholders are also invited to submit questions to the Company prior to the Meeting, in relation to the business of the Meeting. The Company requests that Shareholders lodge any questions electronically by email to: [email protected] at least 48 hours before the start of the Meeting.
Online voting procedures during the Meeting
Shareholders wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must log in online and register to participate in the virtual Meeting by clicking on the following link: https://investor.automic.com.au.
Registration for attendance at the virtual meeting will open at 10:30am (AEDT) on Wednesday, 24 November 2021. Shareholders wishing to attend the Meeting must login to the Automic portal at this time to obtain the virtual meeting webinar link.
Voting virtually on the day of the Meeting
Shareholders who wish to vote virtually on the day of the Meeting will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password.
Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.
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How do I create an account with Automic?
To create an account with Automic, please go to the Automic website at:
https://investor.automic.com.au/#/home
Click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.
I have an account with Automic, what are the next steps?
Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the Meeting:
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Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password.
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(Registration on the day) If registration for the virtual Meeting is open, click on ‘Meeting open for registration’ and follow the steps. After registering successfully, you will be provided with the virtual meeting webinar link.
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(Live voting on the day) If live voting for the virtual Meeting is open, click on ‘Meeting open for voting’ and follow the steps.
Voting by proxy
Completed Proxy Forms must be delivered to the Share Registry by 11.00 am (Sydney time) on Monday, 22 November 2021 in any of the following ways:
- (i) By mail:
Airtasker Limited
C/- Automic Share Registry GPO Box 5193 Sydney NSW 2001
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(ii) By email to the Share Registry at [email protected]
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(iii) Online if you wish to appoint your proxy online, you should do so by visiting https://investor.automic.com.au and by following the instructions on that website. Online appointments of proxies must be done by 11.00 am (Sydney time) on Monday, 22 November 2021
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Your Vote is Important
The business of the Annual General Meeting affects your shareholding and your vote is important.
Voting Eligibility
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm AEDT on 22 November 2021.
Notice to Persons outside Australia
This Explanatory Statement has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.
The distribution of this Explanatory Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Explanatory Statement should inform themselves of, and observe, any such restrictions.
Voting requirements
Recommendation 6.4 of the ASX Corporation Governance Council’s Corporate Governance Principles and Recommendations (4th edition) and ASX guidance provide that a listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. In accordance with these recommendations, the Chairperson has determined in accordance with clause 5.10 of the Constitution that all resolutions put to Shareholders at the Meeting will be decided by poll rather than by a show of hands.
In accordance with the Company’s Constitution and the ASX Listing Rules, each Resolution put to Shareholders at the meeting must be passed by way of an ordinary resolution which requires the Resolution be approved by a majority of votes cast by Shareholders entitled to vote on the Resolution.
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PROXY AND VOTING INSTRUCTIONS
Voting by proxy
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Shareholders are advised that in order to be counted in any resolutions, proxy votes must be received by the Company no later than 11.00am AEDT on 22 November 2021.
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To vote by proxy, please complete the enclosed proxy form and return by the time and in accordance with the instructions set out on the proxy form.
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In accordance with section 249L of the Corporations Act, members are advised that:
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(a) each member of the Company entitled to attend and vote at the Meeting has a right to appoint a proxy;
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(b) the proxy need not be a member of the Company; and
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(c) a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
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A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your proxy, you must specify on the Proxy Form:
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(a) the full name of the body corporate appointed as proxy; and
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(b) the full name or title of the individual representative of the body corporate to attend the Meeting.
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Proxy appointments in favour of the Chairperson, the secretary or any Director that do not contain a direction on how to vote will be voted by the Chairperson in favour of each of the Resolutions proposed in this Notice of Meeting (except as expressly set out in this Notice of Meeting).
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Proxy Forms must be signed by a Shareholder or the Shareholder’s attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act, or signed by an authorised officer or agent.
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A Proxy Form is attached. If required, it should be completed, signed (and if the appointment is signed by the appointer’s attorney, accompanied by the original authority under which the appointment was signed or a certified copy of the authority). Proxy forms must be returned in accordance with the instructions on the proxy form.
Dated: 20 October 2021
By order of the Board
Mark Simpson Company Secretary Airtasker Limited
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held virtually on 24 November 2021 at 11.00am AEDT.
This Explanatory Statement should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Statement is to provide information to Shareholders in deciding whether or not to pass the Resolution set out in the Notice.
A Proxy Form is located at the end of this Notice of Meeting and available online at https://investor.automic.com.au.
Annual Report
In accordance with section 317(1) of the Corporations Act, the Company’s Annual Report must be laid before the Annual General Meeting. There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
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(a) discuss the Annual Report which is available online at: https://www.airtasker.automic.com.au/investor-information
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(b) ask questions about, or comment on, the management of the Company;
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(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements in the Annual Report and the independence of the auditor in relation to the conduct of the audit; and
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(d) ask questions about, or make comments on, the Remuneration Report.
In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:
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(a) the content of the Auditor's Report; and
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(b) the conduct of the audit,
may be submitted no later than 48 hours before the start of Meeting to the Company Secretary by email to [email protected], or may be raised during the Meeting by following the instructions in the Q&A guide available on our website at:
https://www.airtasker.automic.com.au/investor-information
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1. RESOLUTION 1 – REMUNERATION REPORT
The Remuneration Report is set out in the Company’s Annual Report which is available online at https://www.airtasker.automic.com.au/investor-information
The Chairperson of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting.
The Remuneration Report identifies the Company’s Key Management Personnel for the financial year to 30 June 2021 and sets out the remuneration policy for the Company and the remuneration arrangements in place for such persons.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
However, if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board (except a managing director). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than a managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
The Company notes that this is its first annual general meeting and Remuneration Report resolution since it became a public company.
A voting exclusion statement for Resolution 1 is included in the voting exclusions.
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RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PETER HAMMOND
Pursuant to Article 41.2 of the Constitution and Listing Rule 14.4, Peter Hammond, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.
Mr Peter Hammond – Non-Executive Director
Peter joined Airtasker as a non-executive Director in November 2013. Peter is the chair of the Board’s Nomination and Remuneration Committee and a member of the Board’s Audit and Risk Committee.
Peter is a co-founder and director of Exto Partners Pty Ltd, a Sydney-based venture capital fund formed in 2003. Peter is a director of several of the investee companies of Exto Partners and is experienced in building high growth companies.
Peter is a chartered accountant and prior to founding Exto Partners spent 10 years with KPMG in Australia and the US. As a senior executive with KPMG Consulting in New York, he focused on advising capital markets clients on risk management, product pricing, business process re-engineering and large-scale merger integration.
Peter holds a Bachelor of Business from the University of Technology, Sydney and is a registered Australian Chartered Accountant.
In 2013 when Peter joined the Board, Airtasker’s monthly GMV was approximately 2% of the current volume. Peter has been a significant contributor to designing and implementing
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the business strategy, funding strategy and corporate governance of the company throughout the last 7.5 years. He has worked alongside Airtasker’s CEO, Tim Fung, and the other Directors to navigate the many challenges that arise on such a journey.
Peter continues to be a highly engaged Director with deep knowledge of the Airtasker business as well as extensive Board level experience building high growth start-ups that are scaling internationally.
The Board (excluding Mr Hammond) recommends that shareholders vote in favour of Resolution 2.
The Chairperson of the meeting intends to vote undirected proxies in favour of Resolution 2.
3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SECURITIES (PLACEMENT)
On 31 May 2021, the Company issued 20,703,934 fully paid ordinary shares upon the successful completion of a placement to institutional, sophisticated and professional investors, the details of which were announced to the market on 25 and 26 May 2021 (Placement).
Broadly speaking, and subject to a number of exceptions, ASX 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 shares it had on issue at the start of that period.
The Placement does not fit within any of these exceptions and, as the Placement has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under ASX Listing Rule 7.1 for the 12 month period following 31 May 2021.
ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further Equity Securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under ASX Listing Rule 7.1.
To this end, Resolution 3 seeks shareholder approval to the Placement under and for the purposes of ASX Listing Rule 7.4.
If Resolution 3 is passed, the Placement will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following 31 May 2021.
If Resolution 3 is not passed, the Placement will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following 31 May 2021.
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Morgans Corporate Limited acted as Lead Manager and underwriter to the Placement. The Placement was priced at $1.00 per share and raised gross proceeds of approximately $20.7 million.
For the purposes of ASX Listing Rule 7.5, the following information is provided:
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(a) the number of Shares issued under the Placement was 20,703,934;
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(a) the shares issued under the Placement were issued at a price of A$1.00 per Share;
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(b) Shares under the Placement were issued to a range of institutional, sophisticated and professional investors identified by Morgans Corporate Limited who qualify under the requirements of sections 9 and 708 of the Corporations Act;
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(c) the shares issued under the Placement were fully paid ordinary shares which rank equally with other existing Shares from the date of issue;
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(d) the net funds raised from the Placement were used by the Company to strengthen the Company’s balance sheet and drive future growth with a focus on:
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funding the acquisition of the assets of Zaarly, Inc., a US-based local services marketplace;
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expansion in key city markets in the USA and UK;
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to fund the costs of the offer; and
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(e) a voting exclusion statement applies to Resolution 3 and is set out earlier in this Notice of Meeting.
The Directors unanimously recommend Shareholders vote in favour of Resolution 3.
The Chairperson of the meeting intends to vote undirected proxies in favour of Resolution 3.
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GLOSSARY
$ means Australian dollars.
AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.
Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2021.
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.
Board means the current board of directors of the Company.
Chairperson means the chair of the Meeting (or, where the context requires, a particular part of the Meeting).
Closely Related Party has the meaning given in the Corporations Act.
Company means Airtasker Limited ACN 149 850 457.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Security has the meaning given in the ASX Listing Rules.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the meaning given in the Corporations Act and the ASX Listing Rules.
Annual General Meeting or Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report of the Company contained in the Directors' Report.
Resolution means the resolution set out in the Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
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Proxy Voting Form
Airtasker | ABN 53 149 850 457
If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.
[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [HolderNumber] [EntityRegistrationDetailsLine3Envelope] Holder Number: [EntityRegistrationDetailsLine4Envelope] [HolderNumber] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope] Your proxy voting instruction must be received by 11.00am (AEDT) on Monday, 22[nd] November 2021, 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 Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS Lodging your Proxy Voting Form: 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 Online: investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should Use your computer or smartphone to advise their broker of any changes. appoint a proxy at STEP 1 – APPOINT A PROXY https://investor.automic.com.au/#/logi If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name nsah of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if or scan the QR code below using you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. your smartphone DEFAULT TO THE CHAIR OF THE MEETING Login & Click on ‘Meetings’. Use the Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, Holder Number as shown at the top who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the of this Proxy Voting Form. 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. STEP 2 - VOTES ON ITEMS OF BUSINESS 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 BY MAIL: the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy Automic 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. GPO Box 5193 APPOINTMENT OF SECOND PROXY Sydney NSW 2001 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 IN PERSON: percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Automic Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. Level 5, 126 Phillip Street SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Sydney NSW 2000 Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach BY EMAIL: a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. [email protected] 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 FACSIMILE: +61 2 8583 3040 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. All enquiries to Automic: 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.
PHONE:
1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
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VIRTUAL PARTICIPATION AT THE AGM:
The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting
platform powered by Automic, where shareholders will be able to watch, listen, and vote online.
To access the virtual meeting:
1. Open your internet browser and go to investor.automic.com.au
2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create
an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of
Meeting describe the various matters to be considered.
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 Airtasker, to be held at 11.00 am (AEDT) on Wednesday, 24 [th]
November 2021 hereby:
Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box
provided below 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. ADOPTION OF REMUNERATION REPORT
2. RE-ELECTION OF DIRECTOR – PETER HAMMOND
3. RATIFICATION OF PRIOR ISSUE OF SECURITIES (PLACEMENT)
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 SECURITYHOLDERS – THIS MUST BE COMPLETED
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
SAMPLE
VIRTUAL AGM
Appoint Your Proxy
STEP 1:
Your
STEP 2:
[HolderNumber] [ART]
Sign Here + Contact Details
STEP 3:
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