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APPEN LIMITED — AGM Information 2017
Apr 20, 2017
64403_rns_2017-04-20_04ce9c29-5e2a-4bc2-9237-c2358a0c0b82.pdf
AGM Information
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**APPEN
LIMITED**
**ACN
138
878
298**
**NOTICE
OF
ANNUAL
GENERAL
MEETING**
Notice
is
hereby
given
that
the
Annual
General
Meeting
of
Shareholders
of
Appen
Limited
(the Company )
will be
held
at
the
offices
of
Norton
Rose
Fulbright,
Grosvenor
House,
Level
18,
225
George
Street,
Sydney,
NSW, 2000
on
Friday
26
May
2017
at
10.00am
(AEST)
( Meeting ).
The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
form
part
of
this
notice.
**BUSINESS
OF
THE
MEETING**
_____________
**Item
1:
Financial
Statements
and
Reports**
To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the
year
ended 31
December
2016.
**Item
2:
Remuneration
Report**
To
consider
and,
if
thought
fit,
to
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“To
adopt
the
Remuneration
Report
for
the
year
ended
31
December
2016.”
Notes:
(i) In
accordance
with
section
250R
of
the
Corporations
Act
2001,
the
vote
on
this
resolution
will
be advisory
only
and
will
not
bind
the
directors
or
the
Company.
- (ii) A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
**Item
3:
Re-‐election
of
Director
–
Mr
Christopher
Vonwiller**
To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:
“That
Mr
Christopher
Vonwiller,
being
a
Director
who
is
retiring
in
accordance
with
clause
68
of
the
Company’s Constitution
and
ASX
Listing
Rule
14.4,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a director
of
the
Company.”
**Item
4:
Additional
10%
Placement
Capacity**
To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
a
special
resolution
of
the
Company:
“That,
for
the
purposes
of
Listing
Rule
7.1A
and
for
all
other
purposes,
approval
is
given
for
the
issue
of
Equity Securities
totalling
up
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
on
the
terms
and
conditions
set
out
in
the Explanatory
Notes.”
Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
Page
|
1
**Item
5:
Grant
of
Performance
Rights
to
Mr
Mark
Brayan,
Managing
Director
and
Chief
Executive
Officer**
To
consider,
and
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:
“That,
for
the
purposes
of
ASX
Listing
Rule
10.14
and
for
all
other
purposes,
Shareholders
approve
the
grant and
issue
of
59,430
Performance
Rights
to
Mr
Mark
Brayan,
the
Chief
Executive
Officer
and
Managing
Director of
the
Company,
and
the
subsequent
issue
of
Shares
on
the
vesting
of
such
Performance
Rights,
on
the
basis
set out
in
the
Explanatory
Notes
to
this
Notice
of
Meeting.”
Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
Page
|
2
**ENTITLEMENT
TO
VOTE**
_____________
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
of
the
Company
as
at
7.00pm
(AEST)
on Wednesday
24
May
2017 ( Entitlement
Time ).
This
means
that
if
you
are
not
the
registered
holder
of
a
Share
in
the
Company
at
the
Entitlement
Time,
you
will
not
be entitled
to
vote
at
the
Meeting.
**ANNUAL
REPORT**
_____________
Copies
of
the
Company’s
full
Annual
Report
may
be
accessed
at
our
website
www.appen.com and
clicking
on
the
Investors tab.
**VOTING
OPTIONS
AND
PROXIES**
_____________
If
you
do
not
plan
to
attend
the
Meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form
that accompanies
this
Notice
of
Annual
General
Meeting.
**Voting
by
Proxy**
A
Shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
two
proxies
to
attend and
vote
in
place
of
the
shareholder.
If
the
Shareholder
appoints
two
proxies,
the
Shareholder
may
specify
the
proportion
or
number
of
votes
each
proxy
is entitled
to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of
the
Shareholder’s votes.
If
the
specified
proportion
or
number
of
votes
exceeds
that
which
the
Shareholder
is
entitled
to,
each
proxy
may exercise
half
of
the
Shareholder’s
votes.
Any
fractions
of
votes
brought
about
by
the
apportionment
of
votes
to
a
proxy
will be
disregarded.
A
proxy
need
not
be
a
Shareholder
of
the
Company.
A
body
corporate
appointed
as
a
Shareholder’s
proxy
may
appoint
a representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
The
representative
should bring
to
the
Meeting
evidence
of
his
or
her
appointment,
including
any
authority
under
which
the
appointment
is
signed, unless
it
has
previously
been
given
to
the
Company.
Subject
to
the
specific
proxy
provisions
applying
to
Items
2
and
7
(see
the
Explanatory
Notes
below):
-
-‐ If
a
Shareholder
has
not
directed
their
proxy
how
to
vote,
the
proxy
may
vote
as
the
proxy
determines;
and -
-‐ If
a
Shareholder
appoints
the
Chair
of
the
Meeting
as
proxy
and
does
not
direct
the
Chair
how
to
vote
on
an
item of
business,
the
Chair
will
vote
in
accordance
with
his
voting
intention
as
stated
in
this
Notice
of
Meeting.
**Proxy
Voting
by
the
Chair**
For
Item
2
(Remuneration
Report)
and
Item
5
(Grant
of
Performance
Rights
to
the
CEO),
where
the
Chair
is
appointed
as
a Shareholder’s
proxy
and
that
Shareholder
has
not
specified
the
way
in
which
the
Chair
is
to
vote
on
Items
2
and
5
the Shareholder
is
directing
the
Chair
to
vote
in
accordance
with
the
Chair’s
voting
intentions
for
these
items
of
business,
even though
Items
2
and
5
are
connected
with
the
remuneration
of
Key
Management
Personnel.
- The
Chair
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
in
the
Notice
of
Meeting,
including
Items
2
and 5.
Page
|
3
**Proxy
Forms**
To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original
power
of attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company’s
share
registry,
as
an
original
or
by facsimile, no
later
than 10.00am
(AEST)
on
Wednesday
24
May
2017
( Proxy
Deadline ).
Proxy
forms
may
be
submitted
in
one
of
the
following
ways:
- (i) By
mail to
Link
Market
Services
Limited
using
the
reply
paid
envelope
or
Locked
Bag
A14,
Sydney
South
NSW 1235.
Please
allow
sufficient
time
so
that
it
reaches
Link
Market
Services
Limited
by
the
Proxy
Deadline;
-
(ii) By
fax to
Link
Market
Services
Limited
on
+61
2
9287
0309; -
(iii) Online via
the
Company’s
Share
Registry
website
at
www.linkmarketservices.com.au.
Please
refer
to
the Proxy
Form
for
more
information;
or -
(iv) By
hand
delivery to
Link
Market
Services
Limited
at
Level
12,
680
George
Street,
Sydney
NSW
Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.
**CORPORATE
REPRESENTATIVES**
_____________
Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a
person
to
act
as its
representative
to
attend
the
meeting
by
providing
that
person
with:
-
(i) a
letter
or
certificate
authorising
him
or
her
as
the
corporation’s
representative,
executed
in
accordance with
the
corporation’s
constitution;
or -
(ii) a
copy
of
the
resolution
appointing
the
representative,
certified
by
a
secretary
or
director
of
the corporation.
BY
ORDER
OF
THE
BOARD
==> picture [99 x 57] intentionally omitted <==
Leanne
Ralph Company
Secretary 19
April
2017
Page
|
4
**Explanatory
Notes**
**Notes
on
Business**
**ITEM
1
–
Financial
Statements**
As
required
by
section
317
of
the Corporations
Act
2001 (Cth)
( Corporations
Act )
the
Financial
Report,
Directors’
Report and
Auditor’s
Report
of
the
Company
for
the
most
recent
financial
year
will
be
presented
to
the
meeting.
The
Financial Report
contains
the
financial
statements
of
Appen
Limited.
There
is
no
requirement
for
a
formal
resolution
on
this
item.
The
Chair
of
the
Meeting
will
allow
a
reasonable
opportunity
at
the
Meeting
for
Shareholders
to
ask
questions
about
or make
comments
on
the
management
of
the
Company.
Shareholders
will
also
be
given
a
reasonable
opportunity
at
the Meeting
to
ask
the
Company’s
auditor,
KPMG , questions
about
the
Auditor’s
Report,
the
conduct
of
its
audit
of
the Company’s
Financial
Report
for
the
financial
year
ended
31
December
2016,
the
preparation
and
content
of
the
Auditor’s r=Report,
the
accounting
policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the independence
of
KPMG
in
relation
to
the
conduct
of
the
audit.
Shareholders
may
submit
written
questions
to
the
Company
in
relation
to
the
above
matters.
Written
questions
must
be received
no
later
than
5.00pm
(AEST)
on
19
May
2017.
A
form
to
facilitate
the
submission
of
questions
is
attached
to
this Notice
and
it
includes
details
on
the
return
of
this
form
to
the
Share
Registry.
**ITEM
2
–
Adoption
of
remuneration
report**
**Reasons
for
Resolution**
In
accordance
with
section
300A
of
the
Corporations
Act the
Company
has
proposed
a
Remuneration
Report
for
the consideration
of
Shareholders.
As
provided
by
section
250R(3)
of
the
Corporations
Act,
the
resolution
on
this
item
of
business
is
advisory
only
and
does not
bind
the
Board
or
the
Company.
The
objective
of
the
Company's
executive
reward
framework
is
to
ensure
reward
for
performance
is
competitive
and appropriate
for
the
results
delivered.
The
framework
aligns
executive
reward
with
achievement
of
strategic
objectives
and the
creation
of
value
for
Shareholders,
and
conforms
with
market
practice
for
delivery
of
reward.
In
summary,
the
Remuneration
Report
in
the
Annual
Report:
-
§ explains
the
principles
used
for
determining
the
nature
and
amount
of
remuneration
of
directors
and
senior managers
of
the
Company; -
§ outlines
the
role
of
the
Remuneration
and
Nomination
Committee; -
§ sets
out
remuneration
details
for
each
director
and
senior
executive
of
the
Company
(including
the
value
of
any options
granted
to
those
persons); -
§ outlines
service
contracts
of
key
management
personnel;
and -
§ provides
details
of
options
granted
to
directors
and
key
management
personnel.
**Director’s
Recommendation**
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
**2.2 Voting
Exclusion
Statement**
As
required
by
the
Corporations
Act,
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the Company’s
Key
Management
Personnel
( Key
Management
Personnel or KMP )
or
a
Closely
Related
Party
of
any
such member
unless
the
person
unless
the
person:
Page
|
5
-
(i) votes
as
a
proxy
appointed
by
writing
that
specifies
how
the
person
is
to
vote
on
the
resolutions;
or -
(ii) is
the
Chair
of
the
Meeting
and
votes
as
a
proxy
appointed
by
writing
that
authorises
the
Chair
to
vote
on
the resolutions
even
though
that
resolution
is
connected
with
the
remuneration
of
a
member
of
the
Company’s
KMP.
What
this
means
for
Shareholders: If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
Directors)
as
your proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the Chair
of
the
Meeting
as
your
proxy,
you
can
direct
him
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example,
if
you wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give
the Chair
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chair
will
vote
in
favour
of
this
item
of business).
**ITEM
3
–
Re-‐election
of
Directors**
In
accordance
with
the
Company’s
Constitution
and
the
ASX
Listing
Rules
an
election
of
Directors
must
be
held
at
each annual
general
meeting
Clause
68.2
of
the
Constitution
also
states
that
an
election
of
Directors
must
be
held
at
each
annual
general
meeting.
The Constitution
states
that
one-‐third
of
all
Directors
must
retire
and
offer
themselves
for
re-‐election,
excluding
the
Managing Director
and
Directors
appointed
during
the
year
by
the
Board.
If
no
directors
are
scheduled
to
be
elected
by
virtue
of
the ASX
Listing
Rules
or
Clause
68.2
of
the
Constitution,
then
one-‐third
of
Directors
must
still
retire
and
be
re-‐elected
by
the Shareholders
of
the
Company.
Normally,
this
would
be
the
Directors
(other
than
the
Managing
Director)
who
has
held office
the
longest
since
being
appointed
or
last
being
elected.
In
the
case
where
Directors
were
elected
on
the
same
day, the
Directors
to
retire
are
determined
by
agreement
between
the
Directors,
or
a
ballot.
Mr
Chris
Vonwiller
has
submitted
himself
for
re-‐election
at
this
Meeting.
Mr
Vonwiller
is
the
Non-‐Executive
Chairman
of
Appen
and
a
member
of
the
Audit
and
Risk
Management
Committee.
Chris formerly
served
as
Appen
CEO
from
1999-‐2010.
Prior
to
joining
Appen,
he
served
for
20
years
in
senior
executive
positions with
the
Australian
telecommunications
carrier
Telstra
Corporation
Limited,
playing
a
leading
role
in
the
development
and deployment
of
innovative
Internet
services,
multimedia,
and
pay
television.
Chris
is
a
former
Chairman
of
the
Warren Centre
for
Advanced
Engineering
at
The
University
of
Sydney.
For
his
work
at
Appen,
Chris
was
named
an
Innovation
Hero by
the
Warren
Centre
in
June
2007.
Having
had
regard
to
the
ASX
Corporate
Governance
Principles
and
Recommendations
(3rd
edition)
( ASX
Principles ),
the Board
considers
Mr
Vonwiller
to
be
an
independent
director.
**Director’s
Recommendation**
The
Board
unanimously
(other
than
Mr
Vonwiller)
supports
the
re-‐election
of
Mr
Vonwiller
and
recommends
that Shareholders
vote
in
favour
of
this
resolution.
**ITEM
4:
Additional
10%
Placement
Capacity**
4.1 General
ASX
Listing
Rule
7.1A
provides
that
an
Eligible
Entity
may
seek
Shareholder
approval
at
its
annual
general
meeting
to
allow it
to
issue
Equity
Securities
up
to
10%
of
its
issued
capital
( 10%
Placement
Capacity ).
If
Shareholders
approve
the resolution
in
Item
4,
the
number
of
Equity
Securities
the
Company
may
issue
under
the
10%
Placement
Capacity
will
be determined
in
accordance
with
the
formula
prescribed
in
ASX
Listing
Rule
7.1A.2
(as
set
out
in
5.2
below).
The
Company
is
an
Eligible
Entity.
The
effect
of
the
resolution
in
Item
6
will
be
to
allow
the
Directors
to
issue
Equity Securities
up
to
10%
of
the
Company’s
fully
paid
ordinary
securities
on
issue
under
the
10%
Placement
Capacity
during
the period
up
to
12
months
after
the
meeting,
without
Shareholder
approval
and
without
using
the
Company’s
15%
annual placement
capacity
granted
under
Listing
Rule
7.1.
The
resolution
in
Item
4
is
a
special
resolution.
Accordingly,
at
least
75%
of
votes
cast
by
Shareholders
present
and
eligible to
vote
at
the
Meeting
must
be
in
favour
of
this
resolution
for
it
to
be
passed.
**4.2 10%
Placement
Capacity**
ASX
Listing
Rule
7.1A
came
into
effect
on
1
August
2012
and
enables
an
Eligible
Entity
to
seek
Shareholder
approval
at
its annual
general
meeting
to
issue
Equity
Securities
in
addition
to
those
under
the
Eligible
Entity’s
15%
annual
placement capacity.
Page
|
6
An
Eligible
Entity
is
one
that,
as
at
the
date
of
the
relevant
annual
general
meeting:
-
(a) is
not
included
in
the
A&P/ASX
300
Index;
and -
(b) has
a
maximum
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred settlement
basis)
of
$300,000,000.
The
Company
is
an
Eligible
Entity
as
it
is
not
included
in
the
A&P/ASX
300
Index
and
has
a
current
market
capitalisation
at the
30
March
2017
of
$257,926,503.
The
Equity
Securities
must
be
in
the
same
class
as
an
existing
class
of
quoted
Equity
Securities.
The
Company
currently
has two
classes
of
Equity
Securities
on
issue,
being
quoted
ordinary
shares
and
unlisted
options.
The
exact
number
of
Equity
Securities
that
the
Company
may
issue
under
an
approval
under
Listing
Rule
7.1A
is
outlined
in Listing
Rule
7.2A.2.
This
rule
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,
a
number of
Equity
Securities
calculated
according
to
the
following
formula:
(A
x
D)
–
E
Where:
A is
the
number
of
Shares
on
issue
12
months
before
the
date
of
issue
or
agreement:
-
(a) plus
the
number
of
Shares
issued
in
the
previous
12
months
under
an
exception
in
ASX
Listing
Rule
7.2; -
(b) plus
the
number
of
partly
paid
shares
that
became
fully
paid
in
the
previous
12
months; -
(c) plus
the
number
of
Shares
issued
in
the
previous
12
months
with
approval
of
holders
of
Shares
under Listing
Rules
7.1
and
7.4.
This
does
not
include
an
issue
of
fully
paid
ordinary
shares
under
the
entity’s 15%
placement
capacity
without
shareholder
approval;
and -
(d) less
the
number
of
Shares
cancelled
in
the
previous
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
ordinary
shares under
ASX
Listing
Rule
7.1
or
7.4.
**4.3 Technical
information
required
by
ASX
Listing
Rule
7.1A**
Pursuant
to
and
in
accordance
with
ASX
Listing
Rule
7.3A,
the
information
below
is
provided
in
relation
to
this
resolution.
**(a) Minimum
Price**
The
minimum
price
at
which
the
Equity
Securities
may
be
issued
is
75%
of
the
volume
weighted
average
price
of Equity
Securities
in
that
class,
calculated
over
the
15
ASX
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
(five)
ASX
trading
days
of
the
date
in
paragraph
6.3(a)(i), the
date
on
which
the
Equity
Securities
are
issued.
**(b) Date
of
Issue**
The
Equity
Securities
may
be
issued
under
the
10%
Placement
Capacity
commencing
on
the
date
of
the
Meeting and
expiring
on
the
first
to
occur
of
the
following:
-
(i) 12
months
after
the
date
of
this
Meeting;
and -
(ii) the
date
of
approval
by
Shareholders
of
any
transaction
under
ASX
Listing
Rules
11.1.2
(a
significant change
to
the
nature
or
scale
of
the
Company’s
activities)
or
11.2
(disposal
of
the
Company’s
main undertaking)
(after
which
date,
an
approval
under
Listing
Rule
7.1A
ceases
to
be
valid).
Page
|
7
(10%
Placement
Capacity
Period).
(c)
**Risk
of
voting
dilution**
Any
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
will
dilute
the
interests
of
Shareholders
who
do not
receive
any
Shares
under
the
issue.
If
the
resolution
in
Item
6
is
approved
by
Shareholders
and
the
Company
issues
the
maximum
number
of
Equity Securities
available
under
the
10%
Placement
Capacity,
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 ASX
Listing
Rule
7.1A2,
on
the
basis
of
the
current
market
price
of
Shares
and
the
current
number
of
Equity Securities
on
issue
as
at
the
date
of
this
Notice.
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
10% Placement
Capacity.
| Number of Shares on Issue |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue Price (per Share) |
$1.32 (50% decrease in current market price) |
$2.64 (Current market price) |
$5.28 (100% increase in current market price) |
|
| 97,699,432 (Current Variable A) |
Shares issued – 10% voting dilution |
9,769,943 | 9,769,943 | 9,769,943 |
| Funds raised | $12,896,325 | $25,792,650 | $51,585,301 | |
| 146,549,148 (50% increase in **Variable A) *** |
Shares issued – 10% voting dilution |
14,654,915 | 14,654,915 | 14,654,915 |
| Funds raised | $19,344,488 | $38,688,975 | $77,377,951 | |
| 195,398,864 (100% increase in Variable A)* |
Shares issued – 10% voting dilution |
19,539,886 | 19,539,886 | 19,539,886 |
| Funds raised | $25,792,650 | $51,585,299 | $103,170,598 |
- 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
issue
under
a
takeover
offer)
or
that are
issued
with
Shareholder
approval
under
Listing
Rule
7.1.
**The
table
above
has
been
prepared
on
the
following
assumptions:**
-
Variable
A
is
97,699,432
which
equates
to
the
shares
currently
on
issue. -
The
market
price
set
out
above
is
the
closing
price
of
the
Shares
on
the
ASX
on
30
March -
The
Company
issues
the
maximum
possible
number
of
shares
under
the
10%
Placement
Capacity. -
The
Company
has
not
issued
Equity
Securities
in
the
12
months
prior
to
the
Meeting
utilising
available
capacity under
ASX
Listing
Rule
7.1. -
The
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
consists
only
of
Shares. -
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.
-
This
table
does
not
set
out
any
dilution
pursuant
to
approvals
under
ASX
Listing
Rule
7.1. -
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
Capacity,
based
on
that
Shareholder’s
holding
at
the
date
of
the Meeting.
Page
|
8
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.
**(d) Purpose
of
issue
under
10%
Placement
Capacity**
The
Company
may
seek
to
issue
Equity
Securities
under
the
10%
Placement
Capacity
for
the
following
purposes:
(i) as
cash
consideration
in
which
case
the
Company
intends
to
use
funds
raised
for
working
capital purposes
or
potential
acquisitions;
or
- (ii) as
non-‐cash
consideration
for
services,
equipment
or
product.
In
such
circumstances
the
Company will
provide
a
valuation
of
the
non-‐cash
consideration
as
required
by
Listing
Rule
7.1A.3.
The minimum
issue
price
limitation
as
set
out
in
Listing
Rule
7.1A
.3
applies
to
issues
for
non-‐cash consideration.
The
Company
will
comply
with
the
disclosure
obligations
under
Listing
Rules
7.1A4
and
3.10.5A
upon
issue
of
any Equity
Securities.
**(e) Allocation
under
the
10%
Placement
Capacity**
The
allottees
of
the
Equity
Securities
to
be
issued
under
the
10%
Placement
Capacity
have
not
yet
been determined.
However,
the
allottees
of
Equity
Securities
could
consist
of
current
Shareholders
or
new
investors
(or both).
The
Company
will
determine
the
allottees
at
the
time
of
the
issue
under
the
10%
Placement
Capacity,
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
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
ASX
Listing
Rule
7.1A**
The
Company
previously
obtained
approval
under
ASX
Listing
Rule
7.1A
at
the
last
AGM
held
on
22
May
2015.
**(g) Compliance
with
ASX
Listing
Rules
7.1A.4
and
3.10.5A**
When
the
Company
issues
Equity
Securities
pursuant
to
the
10%
Placement
Capacity,
it
will
give
to
ASX:
-
(i) a
list
of
the
allottees
of
the
Equity
Securities
and
the
number
of
Equity
Securities
allotted
to
each
(not
for release
to
the
market),
in
accordance
with
Listing
Rule
7.1A.4;
and -
(ii) the
information
required
by
Listing
Rule
3.10.5A
for
release
to
the
market.
**(h) Information
Required
under
ASX
Listing
Rule
7.3A.6**
The
Company
has
issued
a
total
of
707,075
Shares
in
the
12
months
preceding
the
date
of
this
Meeting,
all
as
a result
of
the
exercise
of
Options
held
by
employees
of
the
Company,
as
follows.
The
shares
were
fully
paid ordinary
shares
subject
to
the
same
terms
and
conditions
as
all
other
fully
paid
ordinary
shares
on
issue.
- -‐ 10
June
2016:
106,250
Shares
at
$0.500
per
Share;
Page
|
9
-
-‐ 11
November
2016:
40,900
Shares
at
$0.412
per
Share; -
-‐ 11
November
2016:
40,900
Shares
at
$0.494
per
Share; -
-‐ 1
March
2017:
318,750
Shares
at
$0.500
per
Share; -
-‐ 1
March
2017:
20,450
Shares
at
$0.489
per
Share: -
-‐ 1
March
2017:
20,450
Shares
at
$0.432
per
Share; -
-‐ 3
March
2017:
53,125
Shares
at
$0.500
per
Share; -
-‐ 7
March
2016:
106,250
Shares
at
$0.500
per
Share;
**4.4 Voting
Exclusion
Statement**
The
Company
will
disregard
any
votes
cast
on
Item
4
by
any
person
who
may
participate
in
the
issue
of
Equity
Securities under
this
item
and
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
any
associates
of
those
persons.
However
the
Company
will
not
disregard
a
vote if
it
is
cast
by
a
person
who
is
entitled
to
vote,
in
accordance
with
the
directions
on
the
Proxy
Form,
or,
it
is
cast
by
the person
chairing
the
meeting
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
Proxy
Form to
vote
as
the
proxy
decides.
As
at
the
date
of
this
Notice,
the
Company
has
not
invited
any
existing
Shareholder
to
participate
in
an
issue
of
Equity Securities
under
ASX
Listing
Rule
7.1A.
Therefore,
no
existing
Shareholders
will
be
excluded
from
voting
on
the
resolution in
Item
4.
**Directors’
Recommendation**
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
**ITEM
5
–
Grant
of
Performance
Rights
for
Mr
Mark
Brayan**
5.1 Background
ASX
Listing
Rule
10.14
provides
that
the
Company
must
not
permit
any
Directors
to
acquire
securities
under
an
employee incentive
scheme
without
the
approval
of
Shareholders.
Accordingly,
Item
5
seeks
the
approval
by
Shareholders
pursuant
to
ASX
Listing
Rule
10.14
to
grant
59,430
Performance Rights
( Rights )
to
Mr
Brayan,
Executive
Director
of
the
Company,
in
accordance
with
the
terms
of
the
Appen
Equity Incentive
Plan
( Plan ),
and
to
the
issue
of
Shares
on
the
vesting
of
the
Rights.
As
the
Rights
are
to
be
issued
under
the
Plan,
the
rules
of
the
Plan
govern
the
Rights
to
be
issued
to
Mr
Brayan.
The
rules of
the
Plan
were
approved
by
Shareholders
at
the
2015
AGM.
A
full
copy
of
the
Plan
rules
are
available
on
the
Company's website.
**a) Details
of
Rights
grant
to
Mr
Brayan,
Managing
Director
and
Chief
Executive
Officer**
It
is
proposed
that
Mr
Brayan
will
be
issued
59,430
Rights
in
relation
to
FY17.
In
determining
the
number
of
Rights
to
be
issued
to
Mr
Brayan
the
Board
considered
the:
-
(i) Company’s
remuneration
strategy; -
(ii) Company’s
situation; -
(iii) Role
and
contribution
of
Mr
Brayan
to
the
achievement
of
the
Company’s
objectives;
and -
(iv) Current
market
practice
for
remuneration
of
executive
and
non-‐executive
officers
in
positions
of
similar responsibility.
The
number
of
Rights
granted
to
Mr
Bryan
has
been
calculated
as
35%
of
his
total
fixed
remuneration,
multiplied
by
the
20 day
VWAP
to
28
February
2017.
Page
|
10
**Vesting
of
Rights**
These
Rights
will
vest
in
tranches
as
follows,
to
the
extent
that
the
performance
condition
set
out
below
is
satisfied
at
the end
of
the
performance
period
(being
1
March
2018
for
FY15
Rights
and
1
March
2019
for
FY16
Rights):
| Financial Year | Number of Rights |
Vesting | Vesting | ||
|---|---|---|---|---|---|
| 1-Mar-17 | 1-Mar-18 | 1-Mar-19 | 1-Mar-20 | ||
| FY17 | 59,430 | - | 19,810 | 19,810 | 19,810 |
No
amount
is
payable
in
return
for
the
grant
of
the
Rights.
The
following
terms
and
conditions
apply
to
Mr
Brayan’s
Rights:
-
On
the
vesting
date,
Appen
will
cause
the
relevant
number
of
APX
Shares
to
be
issued
or
transferred
to
Mr Brayan. -
No
amount
is
payable
in
return
for
the
issue
or
transfer
of
APX
Shares.
**Performance
Condition**
The
Rights
offered
are
subject
to
an
earnings
per
share
( EPS )
performance
condition.
The
EPS
target
is
10%
growth
over
the previous
year.
The
EPS
calculation
is
based
on
the
annual
audited
financial
statements
for
the
relevant
performance period.
The
number
of
Rights
to
be
allocated
will
be
based
on
the
achievement
of
following
EPS
Targets
being
achieved:
| EPS Target Achieved | % Rights Allocated | ||
|---|---|---|---|
| 100% or more of EPS Target | 100% | ||
| 90-99% of EPS Target* | 50-80% | ||
| Less than 90 % | Nil |
In
addition
to
the
performance
condition,
Mr
Brayan
is
required
to
be
employed
on
the
1[st] January
2020
to
be
able
to convert
the
rights
to
shares.
**Shareholder
approval
–
Corporations
Act**
Under
Part
2D.2
of
the
Corporations
Act,
subject
to
a
number
of
exemptions,
Shareholder
approval
must
be
obtained before
the
Company
(or
a
Related
Body
Corporate
or
prescribed
superannuation
fund
in
relation
to
the
Company)
can
give a
person
a
“benefit”
in
connection
with
the
person’s
retirement
from
a
managerial
or
executive
office.
Under
the
Appen
Equity
Incentive
Plan,
where
a
participant
in
that
plan
ceases
to
be
an
employee
of
Appen
(other
than
in prescribed
circumstances)
all
unvested
Rights
held
by
that
participant
will
lapse.
In
circumstances
where
the
reason
for that
participant
ceasing
employment
is
because
of
death,
total
and
permanent
disability,
retirement
or
redundancy
(as determined
by
the
Board)
or
any
other
reason
with
the
approval
of
the
Board,
the
Board
has
discretion
as
to
how
unvested Rights
are
to
be
treated.
In
the
context
of
exercising
this
discretion,
providing
Shares
to
the
person
may
constitute
a termination
benefit
regulated
by
Part
2D.2
of
the
Corporations
Act.
For
a
person
who
holds
a
managerial
or
executive
office
with
the
Company
(or
a
Related
Body
Corporate),
if
Rights
vest because
a
person
ceases
to
be
employed
due
to
death,
disability
or
any
other
reason
in
the
Board’s
discretion,
the
person will
receive
a
benefit
in
connection
with
ceasation
from
office,
or
position
of
employment
regulated
by
Part
2D.2
of
the Corporations
Act.
The
value
of
the
benefit
received
will
be
the
market
price
of
the
Shares
that
are
received
following
the exercise
of
the
vested
Rights.
**Shareholder
approval
–
ASX
Listing
Rules**
ASX
Listing
Rule
10.14
requires
Shareholder
approval
before
a
Director
can
acquire
shares
or
rights
to
shares
under
an employee
incentive
scheme.
Approval
from
Shareholders
is
being
sought
to
grant
rights
to
Mr
Brayan
under
the
Appen Equity
Incentive
Plan
in
respect
of
FY17
with
any
Rights
issued
within
12
months
after
the
date
of
this
Meeting.
**Information
required
by
ASX
Listing
Rule
10.15**
ASX
Listing
Rule
10.15
requires
the
following
information
to
be
disclosed
in
relation
to
the
Rights
to
be
granted
to
Mr
Page
|
11
Brayan
under
the
Plan:
**i. Maximum
number
of
Rights
and
Shares**
The
maximum
number
of
Rights
that
may
be
granted
to
Mr
Brayan
within
12
months
of
this
Meeting
is
59,430.
After
the
grant
of
Rights,
the
number
of
Shares
that
Mr
Brayan
may
receive
at
the
end
of
the
vesting
period
on
the
vesting date
will
be
determined
having
regard
to
the
satisfaction
of
the
relevant
performance
condition.
**ii. Price
for
each
Right
(and
the
price
for
each
APX
Security
that
vests)**
No
payment
for
the
Rights
or
upon
vesting
of
the
Rights
is
required
by
Mr
Brayan.
**iii. Shares
under
the
Rights
Plan
received
since
the
last
approval**
At
the
Annual
General
Meeting
on
the
27
May
2016,
shareholders
approved
the
granting
of
on
the
238,303
Rights,
142,768 in
relation
to
FY15
and
95,535
in
relation
to
FY16
to
Mr
Brayan.
No
shares
have
been
issued
to
Mr
Brayan
as
a
result
of
the issue
of
the
rights.
**iv. Persons
who
are
entitled
to
participate
in
the
Rights
Plan**
The
eligible
participants
under
the
Plan
are
employees
of
the
Company
(including
Directors)
or
others
who
are
determined by
the
Board
to
be
eligible
participants
for
the
purposes
of
the
Plan.
Mr
Brayan
is
the
only
person
referred
to
in
ASX
Listing
Rule
10.14
who
is
currently
entitled
to
participate
in
the
Plan.
**v. Terms
of
any
related
loan**
There
is
no
loan
provided
in
relation
to
the
acquisition
of
the
Rights
by
Mr
Brayan.
**vi. Issue
date
of
Rights**
The
Rights
will
be
granted
to
Mr
Brayan
no
earlier
than
immediately
following
this
Meeting
and
no
later
than
12
months after
this
Meeting,
on
the
conditions
described
in
the
Explanatory
Notes.
**Voting
exclusion**
The
Company
will
disregard
any
votes
cast
on
the
proposed
Item
5
by
any
Director
of
the
Company
(except
one
who
is ineligible
to
participate
in
the
Rights
Plan),
including
Mr
Brayan
and
any
associate
of
any
such
persons.
However,
the Company
need
not
disregard
a
vote
if:
-
a) it
is
cast
by
a
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
the
directions
on
the
Proxy Form;
or -
b) it
is
cast
by
the
Chairman
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
Proxy Form
to
vote
as
the
proxy
does.
In
addition,
no
KMP
of
the
Company
or
a
Closely
Related
Party
or
Associate
of
such
a
KMP
may
vote
as
a
proxy
on
the proposed
Item
5
unless:
-
a) the
person
votes
as
a
proxy
appointed
by
writing
that
specifies
how
the
person
is
to
vote
on
the
proposed
Item
5;
or -
b) the
person
is
the
Chairman
and
votes
as
a
proxy
appointed
by
writing
that
authorises
the
Chairman
to
vote
on
the proposed
Item
5
even
though
the
resolution
is
connected
directly
or
indirectly
with
the
remuneration
of
KMP
of
the Company.
**Directors’
Recommendation**
The
Board
unanimously
(other
than
Mr
Brayan)
recommends
that
Shareholders
vote
in
favour
of
the
resolutions
in
item
5.
**Chairman’s
Voting
Intention**
The
Chairman
of
the
Meeting
intends
to
vote
all
available
proxies
in
favour
of
all
resolutions.
Page
|
12
GLOSSARY
10%
Placement
Capacity has
the
meaning
given
in
section
4.2
of
the
Notice.
$ means
Australian
Dollars.
AEST means
Australian
Eastern
Standard
Time
as
observed
in
Sydney,
Australia.
Annual
General
Meeting or Meeting means
the
meeting
convened
by
the
Notice.
ASX means
ASX
Limited
ACN
008
624
691.
ASX
Listing
Rules means
the
Listing
Rules
of
the
ASX,
as
amended
or
replaced
from
time
to
time
except
to
the
extent
of
any express
written
waiver
by
ASX.
ASX
Principles means
the
ASX
Corporate
Governance
Principles
and
Recommendations
(3rd
edition).
Board means
the
current
board
of
directors
of
the
Company.
Closely
Related
Party has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.
Company means
Appen
Limited
(ACN
138
878
298)
Constitution means
the
Company’s
Constitution.
Corporations
Act means
the Corporations
Act
2001 (Cth).
Directors means
the
current
directors
of
the
Company.
Eligible
Entity means
an
entity
that
at
the
date
of
the
relevant
General
Meeting:
-
(a) is
not
included
in
the
A&P/ASX
300
Index;
and -
(b) Has
a
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred
settlement
basis)
of $300,000,000.
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
Notes means
the
Explanatory
Notes
accompanying
the
Notice.
Items means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.
Key
Management
Personnel has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.
Notice or Notice
of
Meeting or Notice
of
Annual
General
Meaning means
this
notice
of
annual
general
meaning
and
the explanatory
notes
accompanying
the
Notice
and
the
Proxy
Form.
Option means
an
option
to
acquire
a
Share
under
the
Plan
or
other
employee
incentive
plan,
as
the
context
requires.
Plan means
Appen
Equity
Incentive
Plan.
Proxy
Form means
the
proxy
form
accompanying
the
Notice.
Related
Body
Corporate has
the
meaning
set
out
in
in
section
50
of
the
Corporations
Act.
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
31
December
2016.
Resolutions means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.
Rights mean
long
term
incentive
rights
to
acquire
a
Share
issued
under
the
Plan.
Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.
Shareholder means
a
holder
of
a
Share.
Page
|
13
Page
|
14
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ACN 138 878 298
==> picture [30 x 25] intentionally omitted <==
----- Start of picture text -----
TM
----- End of picture text -----
LODGE YOUR VOTE ONLINE www.linkmarketservices.com.au BY MAIL APPEN LIMITED C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX +61 2 9287 0309 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474
X99999999999
X99999999999
PROXY FORM
I/We being a member(s) of APPEN LIMITED and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEST) on Friday, 26 May 2017 at Norton Rose Fulbright, Grosvenor House Level 18, 225 George Street, Sydney, NSW, 2000 (the Meeting ) and at any postponement or adjournment of the Meeting.
Important for Resolutions 2 & 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 2 & 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Items
-
2 Adoption of remuneration report
-
3 Re-election of Director – Mr Christopher Vonwiller
-
4 Additional 10% Placement Capacity
-
5 Grant of Performance Rights to Mr Mark Brayan, Managing Director and Chief Executive Officer
For Against Abstain *
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* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’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).
APX PRX1701C
HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. 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 in Step 1. A proxy need not be a securityholder of the Company.
DEFAULT TO 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 those 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 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 placing a mark in one of the boxes opposite each item of business. All your securities 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 securities 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.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s security registry or you may copy this form and return them both together.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on Wednesday, 24 May 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
-
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your securityholding.
==> picture [63 x 63] intentionally omitted <==
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
APPEN LIMITED
C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
To appoint a second proxy you must:
-
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
-
(b) return both forms together.
SIGNING INSTRUCTIONS
BY FAX
+61 2 9287 0309
BY HAND
delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either securityholder may sign.
- During business hours (Monday to Friday, 9:00am–5:00pm)
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.