BOOM LOGISTICS LIMITED — AGM Information 2017

Oct 23, 2017

Boom Logistics Limited ACN 095 466 961 Notice of Annual General Meeting

NOTICE is given that the Annual General Meeting ( AGM or Meeting ) of Boom Logistics Limited (ACN 095 466 961) (the Company ) will be held at 11:00am (AEDT) at the offices of KPMG Level 37, Tower Two, Collins Square, 727 Collins Street, Docklands, Melbourne, Victoria 3008 on Thursday, 23rd November 2017 to consider the items of business set out below.

The Explanatory Memorandum accompanies and forms part of this Notice of Meeting. This document provides additional information on matters to be considered at the meeting and should be read in its entirety.

If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

Members can submit questions they would like raised at the AGM using the form included with this Notice of Meeting. We will respond to the more frequently asked questions at the AGM in the Chairman’s and Managing Director’s addresses, but as you would appreciate, we will not be able to respond to questions individually. Members will have an opportunity to ask questions of the Board and the Auditor at the AGM.

1. ORDINARY BUSINESS

Item 1 Financial Statements and Reports

To receive and consider the Financial Statements and the Reports of the Directors and the Auditor for the year ended 30 June 2017.

No vote of members is required on the Financial Statements and Reports.

Item 2 Re-election of Director – Mr Terrence C Francis

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

“That Mr Terrence C Francis, who retires by rotation under rule 5.1 of the Company’s Constitution, and being eligible, be re-elected as a Director of the Company.”

Chairman's voting intention

If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can give the Chairman your express authority to vote your proxy in accordance with the Chairman's intention set out below.

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

In considering this resolution, the attention of members is drawn to the qualifications and work experience of Mr Francis as set out in the attached Explanatory Memorandum.

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Item 3 Election of Director – Mr Jean-Pierre Buijtels

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

“That Mr Jean-Pierre Buijtels, who retires in accordance with rule 8.2 of the Company’s Constitution, and being eligible be elected as a Director of the Company.”

Chairman's voting intention

If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Item 3 (for example, if you wish to vote for, against or abstain from voting), or you can give the Chairman your express authority to vote your proxy in accordance with the Chairman's intention set out below.

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

In considering this resolution, the attention of members is drawn to the qualifications and work experience of Mr Buijtels as set out in the attached Explanatory Memorandum.

2. SPECIAL BUSINESS

Item 4 Adoption of Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2017 be adopted.”

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

Voting Exclusion Statement for Item 4

The Corporations Act 2001 ( Corporations Act ) restricts members of the key management personnel ( KMP ) which comprises the Directors and the other persons disclosed as KMP in the Remuneration Report and their Closely Related Parties from voting on the resolution in Item 4.

“ Closely Related Party ” is defined in the Corporations Act and includes a spouse, dependants and certain other close family members, as well as companies controlled by a member of the KMP.

The Company will disregard any votes cast (in any capacity) on the resolution in Item 4 by or on behalf of:

• members of the KMP; and

• Closely Related Parties of those persons,

unless the vote is cast:

• as proxy for a person entitled to vote on Item 4 in accordance with a direction on the proxy form; or

• as proxy for a person entitled to vote on Item 4 by the Chairman of the Meeting where he has been expressly authorised to exercise the proxy (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP).

What this means for members :

If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure you direct them how to vote on the resolution in Item 4.

Chairman’s voting intention

If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Item 4 (for example, if you wish to vote for, against or abstain from voting), or you can give the Chairman your express authority to vote your proxy in accordance with the Chairman’s intention set out below.

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

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Item 5 Grant of Rights and Options to the Managing Director

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of the following Rights and Options to the Managing Director under the Company’s Executive Remuneration Plan on the terms summarised in the Explanatory Memorandum:

• (a) The issue of Rights to the Managing Director up to a maximum value of $202,500 in relation to the FY18 Salary Sacrifice Rights Plan;

• (b) The issue of Rights to the Managing Director up to a maximum value of $135,000 in relation to the deferred component of the FY18 Short Term Incentive Plan; and

• (c) The issue of Options to the Managing Director up to a maximum value of $303,750 in relation to the FY18 Long Term Incentive Plan.”

Voting Exclusion Statement for Item 5

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting on the resolution in Item 5 in certain circumstances. In addition, a voting restriction applies in respect of this item of business under the ASX Listing Rules.

The Company will disregard any votes cast on the resolution in Item 5 by or on behalf of Mr Brenden Mitchell, or any of his associates (regardless of the capacity in which the vote is cast), as well as any votes cast as a proxy on this item by a member of the KMP on the date of this AGM or a KMP’s Closely Related Party.

However, the Company need not disregard a vote if it is cast:

• as proxy for a person entitled to vote on Item 5 in accordance with a direction on the proxy form; or

• as proxy for a person entitled to vote on Item 5 by the Chairman of the Meeting where he has been expressly authorised to exercise the proxy (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP).

What this means for members:

In accordance with the voting exclusion set out above, members of the KMP are not permitted to vote undirected proxies on the resolution in Item 5.

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 Item 5.

Chairman’s voting intention

If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking the boxes for Item 5 (for example if you wish to vote for, against or abstain from voting), or you can give him your express authority to vote your proxy in accordance with the Chairman’s intention set out below.

The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

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3. PROXIES AND VOTING

Required majority

Ordinary resolutions will be passed if more than 50% of the votes cast by members entitled to vote on the resolution are cast in favour of the resolution.

The vote on each resolution will be decided on a show of hands or a poll as determined by the Chairman of the meeting, subject to any requirements of the Corporations Act and the Company’s Constitution.

On a resolution determined by a show of hands, each member present in person or by proxy has one vote. On a resolution determined by a poll, each member present in person or by proxy has one vote for each fully paid ordinary share held.

Appointment of proxy

If you are unable to attend the Meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. If you wish to appoint a proxy, please complete the enclosed form of proxy.

Please note the following in relation to the appointment of a proxy:

• A member who is entitled to attend and vote at this Meeting may appoint any person as his or her proxy to attend and vote for the member at the meeting.

• A member may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion. However, the Corporations Act restricts the Company’s KMP and their Closely Related Parties from voting on Items 4 and 5 in certain circumstances. “Closely Related Party” is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP. If you wish to appoint a member of the KMP (which includes each of the Directors and the Chairman) as your proxy, please read the voting exclusions in this Notice and the proxy form carefully. Members are encouraged to direct their proxies how to vote.

• If a member intends to appoint a member of the KMP as proxy, the member must ensure the proxy is directed how to vote on Items 4 and 5 (ie. indicating whether the member wishes to vote for, against or abstain from voting).

• If a member intends to appoint the Chairman of the Meeting as proxy, the member can direct him by marking the boxes (ie. indicating whether the member wishes to vote for, against or abstain from voting). Alternatively, the member can choose to not mark any of the boxes, and by signing and submitting the proxy form, the member will be giving the Chairman the member’s express authority to vote in accordance with the Chairman’s intentions.

• The Chairman currently intends to vote in favour of Items 2, 3, 4 and 5. If there is a change to how the Chairman intends to vote undirected proxies, the Company will make an announcement to the market.

• Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the Meeting who is required to vote proxies as directed.

• If a member is entitled to cast two or more votes at the Meeting, the member may appoint two proxies to attend on the same occasion. If two proxies are appointed and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the member’s votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends the Meeting and on a poll, each proxy may only exercise votes in respect of those shares or voting rights the proxy represents.

• The appointment of the proxy may specify the proportion or number of votes that the proxy may exercise.

• A proxy need not be a member of the Company and can be either an individual or a body corporate. If a member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting.

If such evidence is not received before the commencement of the Meeting, then the body corporate (through its representative) will not be permitted to act as proxy.

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• If a proxy is given by a corporation, a form of proxy must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act or signed by an attorney.

• If a proxy is given by a natural person, a form of proxy must be executed under the hand of that person or that person’s attorney.

• A form of appointment of proxy is enclosed. To be effective, the document appointing the proxy holder (and if the appointment is signed or executed by the appointer’s attorney, the authority under which the appointment was signed or a certified copy of the authority), must be received by the Company at least 48 hours before the scheduled time for the Meeting, that is by 11:00am (AEDT) on Tuesday, 21st November 2017.

• The documents will be received by the Company when they are received at the Share Registry at Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford, Victoria 3067 or fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) or on-line at www.investorvote.com.au using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your proxy form.

• Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the AGM will be as it appears in the share register at 7:00pm (AEDT) on Tuesday, 21st November 2017. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Corporate Representatives

A body corporate, which is a member, may appoint an individual (by certificate executed in accordance with section 127 of the Corporations Act or in another manner satisfactory to the Chairman of the Meeting) as a representative to exercise all or any of the powers the body corporate may exercise at the Meeting. The appointment may be a standing one. The representative must bring a formal notice of appointment with him or her to the Meeting.

Necessary information

Information relevant to each resolution is set out in the attached Explanatory Memorandum which forms part of this Notice of Meeting to members.

By order of the Board.

Malcolm Ross Company Secretary Melbourne 24 October 2017

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Explanatory Memorandum

Information specific to each resolution

Member approval of resolutions is required for the purposes of the ASX Listing Rules and the Corporations Act 2001 (Cth) (the Corporations Act ). This Explanatory Memorandum has been prepared to provide you with material information to enable you to make an informed decision in relation to the business to be conducted at the AGM of the Company.

1. Ordinary business

Item 1 Financial Statements and Reports

The Corporations Act requires:

1. The Financial Report;

2. the Directors’ Report; and

3. the Auditor’s Report on the Financial Report for the fiscal year ended 30 June 2017

to be laid before the AGM. Neither the Corporations Act nor the Constitution requires a vote of members on the reports or statements. However, members will be given a reasonable opportunity to ask questions about or make comments on the management of the Company.

A reasonable opportunity will also be given to members as a whole at the meeting to ask the Company’s Auditor questions relevant to the conduct of the audit, 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 and the independence of the Auditor in relation to the conduct of the audit.

Obtaining a copy of the Annual Report 2017

The Annual Report 2017 will be sent to members in hard copy or electronic copy (if the member has nominated that means as one by which the member may be notified). If you would like to receive a hard copy of the Annual Report 2017 free of charge you can contact Lauren Gannon by email at lgannon@boomlogistics.com.au or on +61 3 9207 2530. Alternatively, the Annual Report 2017 is available on-line at www.boomlogistics.com.au

Item 2 Re-election of Director – Terrence Charles Francis

Re-election of Director

In accordance with Article 5.1 of the Company’s Constitution and ASX Listing Rule 14.4, no Director who is not the Managing Director may retain office without re-election beyond the third Annual General Meeting following the meeting at which the Director was last elected or re-elected.

Mr Francis is required to retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-election.

Further information in relation to Mr Francis is set out below.

Terrence Charles Francis

Age: 71

Chairman of the Audit Committee. Member of the Health, Safety, Environment & Quality Committee, Nomination and Remuneration Committee and the Risk Committee.

Mr Francis has served on the Board since his appointment on 13 January 2005. He holds qualifications, including D Bus (hon, causa), B.E (Civil), MBA, FIE Aust, FAICD and F Fin.

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Mr Francis is currently a Non-executive Director of Infrastructure Specialist Asset Management Limited and advises governments on infrastructure projects. Mr Francis has extensive experience in resources and infrastructure development, and in finance as Vice President of Continental Illinois Bank, Executive Director of Deutsche Bank Australia and Chief Executive Officer of Bank of America in Australia.

The Board considers Mr Francis to be an independent director.

The Board (other than Mr Francis) unanimously recommends that members vote in favour of the resolution to re-elect Mr Francis.

The Chairman intends to vote all available proxies in favour of this Resolution.

Item 3 Election of Director – Jean-Pierre Buijtels

Election of Director

In accordance with Article 8.2 of the Company’s Constitution and ASX Listing Rule 14.4, any Director appointed by the Board to fill a vacancy, who is not the Managing Director may only hold office until the next Annual General Meeting following their appointment.

Mr Buijtels is required to retire at this Annual General Meeting, and being eligible, offers himself for election.

Further information in relation to Mr Buijtels is set out below.

Jean-Pierre Buijtels , Master of Science (Msc) International Business Age: 34

Member of the Health, Safety, Environment & Quality Committee, Nomination and Remuneration Committee and the Risk Committee.

Mr Buijtels is the portfolio manager of Gran Fondo Capital, a Dutch mutual fund. Since 2007 he has been investing in private equity and public equity at 3i, Gimv and Strikwerda Investments. He has been involved at board level at several companies, currently as observer at Constellation Software Netherlands Holding Coöperatief U.A (a subsidiary of Constellation Software Inc and the indirect owner of Total Specific Solutions).

Mr Buijtels appointment was supported by Rorema Beheer BV, manager of the fund Gran Fondo Capital in which Mt Buijtels holds the position of portfolio manager. Rorema Beheer BV (through the fund’s depository Stichting Bewaarder GFC) has held shares in the Company since 2014 and presently holds 14.9% of the issued capital of the Company.

The Board considers that Mr Buijtels will, if elected, not qualify as an independent director.

The Board (other than Mr Buijtels) unanimously recommends that members vote in favour of the resolution to elect Mr Buijtels.

The Chairman intends to vote all available proxies in favour of this Resolution.

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2. Special Business

Item 4 Adoption of Remuneration Report

As part of the Annual Report provided to all members, a Remuneration Report is required to be included which sets out details of the remuneration for each of the key management personnel ( KMP ) of the Company which includes all Directors. In addition, the Remuneration Report must describe Board policy in respect of remuneration and its relationship to the Company’s performance and provide a detailed summary of any relevant performance conditions, why those particular conditions were chosen, and how performance is measured against them.

Under the resolution in Item 4, the Company is seeking member approval of the adoption of the Remuneration Report by the Company. The outcome of this resolution is advisory only, and is not binding on the Company or the Board.

In considering this resolution, the attention of members is drawn to the Remuneration Overview, as set out in the Remuneration Report.

The Chairman will allow a reasonable opportunity for members to ask questions about, or make comments on, the Remuneration Report.

The Board unanimously recommends that members vote in favour of adopting the Remuneration Report.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution.

Item 5 Grant of Rights and Options to the Managing Director

Summary Explanation

The Board established an Executive Remuneration Framework which was first implemented in the 2017 financial year ( Plan ). The framework will be implemented again in the 2018 financial year and has the following equity arrangements:

• Salary Sacrifice Rights Plan – Eligible executives will be permitted to elect to contribute a portion of their pre-tax fixed annual remuneration to acquire equity in the form of Rights to fully paid ordinary shares ( Shares ) in the Company. Following a twelve (12) month exercise restriction, each Right may be exercised and Shares will be allocated on the basis of one Share for each Right.

• Short Term Incentive Plan ( STI ) with deferred component (Deferred STI) – This plan is focused on the Company’s short term objectives. Eligible executives will have the opportunity to receive a short term incentive subject to meeting performance hurdles over the financial year. 50% of the STI outcome achieved for the year will be delivered in cash and 50% will be delivered in equity in the form of Rights to Shares. Following a 6 month exercise restriction, each Right may be exercised and Shares will be allocated on the basis of one Share for each Right.

• Long Term Incentive Plan – This plan focuses on the Company’s long term objectives. Eligible executives will be granted Options to acquire Shares, subject to annual progressive performance hurdles and some or all may vest at the end of the three year period if the hurdles are met. The hurdles are based on absolute earnings per share which in the Board’s view supports strong alignment with members’ longer term outlook and expectations of a return on their investment in the Company.

Further details of the review of the Plan can be found in the Remuneration Report (see pages 26 to 39 of the 2017 Annual Report).

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Approvals sought

ASX Listing Rule 10.14 requires member approval for a Director to be issued equity securities in the Company under an employee incentive scheme.

The Managing Director, Mr Brenden Mitchell, will be invited to participate in the Executive Remuneration Plan for the 2018 financial year ( FY18 ) subject to member approval. Accordingly, members are asked to approve the following grants to the Managing Director ( MD ):

• Salary Sacrifice Rights – the issue of Rights up to a maximum value of $202,500 in relation to the amount that the MD may elect to contribute from 1 November 2017 up to 31 October 2018. This equates to 30% of the MD’s fixed annual reward (FAR) which is $675,000.

• Deferred STI – the issue of Rights up to a maximum value of $135,000 in relation to the FY18 STI outcome. The MD’s short term incentive opportunity equates to 40% of his FAR. The Rights component is 50% of the STI.

• LTI – the issue of Options up to a maximum value of $303,750 in relation to the FY18 LTI grant. The MD’s long term incentive opportunity equates to 45% of his FAR.

Members are asked to approve a maximum value of Rights and Options by dollar value but the actual number of Rights and Options will only be known at the time of the grant, based on the market value of Shares at that time (see below for further details).

Upon exercise of Rights and Options by the MD, the Company intends to first allocate Shares currently held in the Company’s Employee Share Trust (EST) which are available because share units under the EST did not vest at the end of FY17 and prior years. This means the Company does not intend to issue new shares or acquire further shares on-market in relation to the MD’s Rights and Options until such time as those Shares in the EST have been allocated. To the extent further Shares are required to satisfy the Rights and Options granted under the Plan, the Company intends to acquire Shares on–market or at the Board’s discretion may issue new ordinary Shares.

Approval of this resolution will also result in the Rights and Options granted to Mr. Mitchell being an exception to ASX Listing Rule 7.1. This means that the Rights and Options granted to Mr Mitchell and any Shares issued pursuant to this approval will not use up part of the 15% available under ASX Listing Rule 7.1

Further details of Mr. Mitchell’s executive remuneration package can be found on pages 32 to 33 of the Annual Report.

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Detailed Explanation

Salary Sacrifice Rights Plan – Key Terms

A brief overview of the key terms of the proposed grant of Rights to the Managing Director in relation to the FY18 Salary Sacrifice Rights Plan.

TERM	DETAIL
Details of the proposed grant of Rights	Subject to member approval, the issue of Rights to the Managing Director up to a maximum value of $202,500 will be granted to the MD in respect of the MD agreeing to forego up to 30% of his fixed annual remuneration (FAR) (on a pre-tax basis) over the Participation Period (the sacrifice period being from 1 November 2017 to 31 October 2018). The MD’s FAR is $675,000. The exact number of Rights to be granted to the MD will be based on the amount of salary forgone each month and the market value of Boom Shares at the time the salary amount would normally be paid (based on the 5 day volume weighted average price of Boom Shares prior to the relevant date). Rights will be granted twice during the Participation Period. Accordingly, the actual number of Rights will only be known at each Grant Date but in any event, will not exceed the above maximum value set out above. The number of Rights granted to the MD will be notified to members following each of the Grant Dates. The Rights are not subject to any performance conditions. However the MD must be employed by the Company on the relevant Grant Date in order to receive any Rights.
Entitlements	Each Right is a right to acquire one Share, subject to the MD’s continued employment at the relevant grant date. Rights do not carry any dividend or voting rights. Rights are non-transferable (except in limited circumstances or with the consent of the Board).
Date of grant	If member approval is obtained, it is intended that Rights will be granted to the MD at the following Grant Dates: • Grant Date 1:The second business day following the announcement of half-yearly results (expected to be prior to 28 February 2018) in respect of salary amounts foregone made prior to that date, being from 31 August 2017 to 28 February 2018. • Grant Date 2:The second business day following the announcement of the preliminary final statement or full-year results (expected to be prior to 31 August 2018) in respect of salary amounts forgone prior to that date, being from 1 March 2018 to 31 August 2018. In any event, Rights will be granted within 12 months of the AGM.
Exercise Restriction Period	An Exercise Restriction will apply to the MD’s Rights for 12 months commencing from the relevant Grant Dates.
Exercise Period	Following the Exercise Restriction Period, the relevant number of Rights become exercisable. Rights may be exercised during the Exercise Period which commences following the end of the relevant Exercise Restriction Period and ending on the date that is 10 years from the relevant Grant Dates.
Price payable for securities	No amount will be payable in respect of the grant of Rights other than the MD to forego pre-tax salary. There is no exercise price payable on the exercise of Rights allocated to the MD under the Salary Sacrifice Offer.

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Allocation of Shares upon exercise	Upon the valid exercise of Rights, one Share in the Company will be allocated in relation to each Right that is exercised. Under the Plan, the Company’s obligation to allocate Shares following exercise may be satisfied by issuing new Shares, acquiring Shares on market or transferring Shares from an employee share trust. The Company will operate an employee share trust to acquire, hold or provide Shares for the purposes of the Plan. Upon exercise of Rights by the MD, the Company intends to first allocate Shares currently held in the Company’s Employee Share Trust (EST) which are available because share units under the EST did not vest at the end of FY17 and prior years. To the extent further Shares are required to satisfy the Rights granted under the Executive Remuneration Plan, the Company intends to acquire Shares on–market or at the Board’s discretion may issue new ordinary Shares.
Trading restrictions	Shares allocated upon exercise of the Rights will not be subject to any further trading restriction, subject to complying with the Company’s Securities Trading Policy.
Cessation of employment	Where the MD ceases employment for any reason prior to the relevant Grant Date, he will be paid, in cash, an amount equal to any salary forgone up until the date of cessation (and no Rights will be allocated). If the MD ceases employment with the Company after he has been allocated Rights, but prior to exercising them, he will be entitled to keep his Rights. Where Rights are subject to Exercise Restrictions, the relevant Exercise Restrictions will be lifted on the date of termination of employment with the Company (and must be exercised within 30 days following cessation). The Board also has a broader discretion to apply any other treatment that it deems appropriate in the circumstances.
Other information	No other director of the Company is eligible to participate in the Plan or any other employee incentive scheme of the Company. Since the date of the last approval at the Annual General Meeting held on 27 October 2016, 1,519,687 Rights have been granted under the Salary Sacrifice Rights Plan to the Managing Director. There is no loan scheme in relation to the grant of Rights under the Plan.

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Short Term Incentive Plan – Key Terms

A brief overview of the key terms of the proposed grant of Rights to the MD in relation to the FY18 STI offer.

TERM	DETAIL
Details of the proposed grant of Rights	Subject to member approval, the issue of Rights up to a maximum value of $135,000 will be granted to the MD in respect of the Deferred STI component of his remuneration package for FY18. The MD’s STI opportunity equates to 40% of his FAR. The MD will participate in the Company’s short term incentive opportunity for FY18 which is subject to meeting specific performance hurdles over the financial year (i.e., from 1 July 2017 to 30 June 2018). Details of the STI will be set out in the FY 18 Remuneration Report. Following the end of FY18, 50% of the STI outcome achieved for FY18 will be delivered in cash (cash component) and 50% will be delivered in equity in the form of Rights (Deferred STI component). The exact number of Rights will be determined by dividing the value of the Deferred STI component of the MD’s FY18 STI outcome (i.e., 50%) by the volume weighted average price (VWAP) of the Company’s Shares over the first five trading days following the announcement of FY18 full-year results. Accordingly, the actual number of Rights will only be known at the time of grant but in any event, will not exceed the maximum value set out above. The number of Rights granted to the MD will be notified to members following the grant. The Rights are not subject to any performance conditions. However the STI outcome for FY18 must be achieved and the MD must be employed by the Company on the relevant Grant Date in order to receive any Rights.
Entitlements	Each Right is a right to acquire one Share, subject to the MD’s continued employment at the relevant grant date and satisfaction of the relevant performance hurdles. Rights do not carry any dividend or voting rights. Rights are non-transferable (except in limited circumstances or with the consent of the Board).
Grant Date	If member approval is obtained, the Rights will be granted to the MD as soon as practicable following the date on which the Board determines the extent to which the FY18 STI Outcome has been determined following the announcement of the preliminary final statement or full-year results (expected to be prior to 31 August 2018). In any event, Rights will be granted within 12 months of the AGM.
Exercise Restriction Period	An Exercise Restriction will apply to the MD’s Rights for 6 months commencing from the Grant Date.
Exercise Period	Following the Exercise Restriction Period, the relevant Rights become exercisable. Rights may be exercised during the Exercise Period which commences following the end of the relevant Exercise Restriction Period and ending on the date that is 10 years from the Grant Date.
Price payable for securities	No amount will be payable in respect of the grant of Rights. There is no exercise price payable on the exercise of Rights allocated to the MD under the STI Offer.

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Allocation of shares upon exercise	Upon the valid exercise of Rights, one fully paid Share will be allocated in relation to each Right that is exercised. Under the Plan, the Company’s obligation to allocate Shares following exercise may be satisfied by issuing new Shares, acquiring Shares on-market or transferring Shares from an employee share trust. The Company operates an employee share trust to acquire, hold or provide Shares for the purposes of the Plan. Upon exercise of Rights by the MD, the Company intends to first allocate Shares currently held in the Company’s Employee Share Trust (EST) which are available because share units under the EST did not vest at the end of FY17 and prior years. To the extent further Shares are required to satisfy the Rights granted under the Executive Remuneration Plan, the Company intends to acquire Shares on–market or at the Board’s discretion may issue new ordinary Shares.
Trading restrictions	Shares allocated upon exercise of the Rights will not be subject to any further trading restriction, subject to complying with the Company’s Securities Trading Policy.
Cessation of employment	Where the MD ceases employment for any reason prior to the FY18 STI Outcome being determined, the treatment of Rights will depend on the circumstances of cessation: • Where employment ceases due to resignation or termination for cause or gross misconduct, the FY18 STI Award will lapse and the MD will not receive an allocation of Rights. • Where employment ceases for any other reason the Board may at its discretion determine that the MD’s FY18 STI Outcome will be pro-rated (based on the proportion of the performance period that has elapsed at the time of cessation) and will be tested at the end of the original Performance Period. To the extent the relevant performance conditions are satisfied, the MD’s FY18 STI award will be paid in cash and no Rights will be allocated. Where the MD ceases employment with the Company after he has been allocated Rights, but prior to exercising them, he will be entitled to keep his Rights. Where Rights are subject to Exercise Restrictions, the relevant Exercise Restrictions will be lifted (and must be exercised within 30 days following cessation). The Board also has a broader discretion to apply any other treatment that it deems appropriate in the circumstances.
Other information	No other director of the Company (other than the MD) is eligible to participate in the Plan or any other employee incentive scheme of the Company. Since the date of the last approval at the Annual General Meeting held on 27 October 2016, no Rights have been granted under the STI Plan to the Managing Director. There is no loan scheme in relation to the grant of Rights under the plan.

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Long Term Incentive Plan – Key Terms

A brief overview of the key terms of the proposed grant of Options to the Managing Director, Mr Brenden Mitchell. In relation to the FY18 LTI offer.

TERM	DETAIL
Details of the proposed LTI grant	Subject to member approval, Options up to a maximum value of $303,750 will be granted to the Managing Director, Mr Brenden Mitchell, under the Company’s Long Term Incentive Plan (LTI) in respect of the LTI component of his remuneration package for FY18. The exact number of Options will be determined following the AGM at the time of grant and will be calculated using a Black-Scholes valuation methodology. The number of Options granted will be the MD’s LTI award (being 45% of his Fixed Annual Remuneration) divided by the calculated option valuation using a 5 day volume weighted average price of Boom Shares following the AGM. Accordingly, the actual number of options will only be known at the time of grant. The number of Options granted to the MD will be notified to members following the grant.
Entitlements	Each Option is a right to acquire one Share (or an equivalent cash amount), subject to the achievement of the performance condition set out below and payment of the Exercise Price. Options do not carry any dividend or voting rights. Options are non-transferable (except in limited circumstances or with the consent of the Board).
Date of grant	If member approval is obtained, the Options will be granted to Mr Mitchell as soon as practicable after the AGM, but in any event, within 12 months of the AGM.
Performance hurdles	The Options are subject to a performance hurdle based on absolute Earnings Per Share (EPS), which is measured progressively in 3 tranches over a three year performance period (see below for detail of the performance periods for each tranche). Broadly, EPS measures the earnings generated by the Company attributable to each Share on issue. The percentage of Options subject to the absolute EPS hurdle that vest, if any, will be determined by reference to the absolute EPS achieved over the performance period. Progressive performance targets will be established by the Board however an EPS hurdle of $0.025 per share must be achieved at the end of year three for any Options to vest. There is no pro-rata vesting if this target is not met. The Board retains a discretion to adjust the EPS hurdle as required to ensure that Mr Mitchell (and all other Plan participants) are neither advantaged nor disadvantaged by matters outside management’s control that materially affect absolute EPS (for example, by excluding one-off non-recurrent items or the impact of significant acquisitions or disposals).

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Performance period and vesting	The performance condition attached to the Options will be tested in three equal tranches and may vest at the end of the 3 year performance period as follows:  Tranche 1 performance: If the progressive target established by the Board is met at the end of year one (i.e., 30 June 2018) 1/3 of the Options will be eligible to vest at the end of the 3 year performance period (provided the Tranche 3 progressive target is also met).  Tranche 2 performance: If the progressive target established by the Board is met at the end of year two (i.e., 30 June 2019), 1/3 of the Options will be eligible to vest at the end of the 3 year performance period (provided the Tranche 3 progressive target is also met).  Tranche 3 performance: If the overall target of $0.025 EPS is met at the end of year three (i.e., 30 June 2020), 1/3 of the Options will be eligible to vest at the end of the 3 year performance period (along with those Options that met the progressive targets in respect of Tranches 1 and 2). Options that meet progressive targets in respect of Tranches 1 and 2 will only vest if the overall target of $0.025 EPS is met in respect of Tranche 3. The performance conditions for each Tranche will be tested each year following the release of the Company’s full year results. Any Options that do not vest following testing of the performance hurdles in respect of each Tranche will lapse. The Board will determine the extent to which the Options will vest following the release of the Company’s full year results for FY20 (i.e., the Vesting Date). The final number of Options that vest will be disclosed in the FY20 Annual Report.
Vesting and exercise period	Following the determination of the level of vesting at the Vesting Date, the relevant number of Options become exercisable. Options may be exercised during the Exercise Period commencing on the Vesting Date and ending 30 days from the Vesting Date.
Price payable for securities	The exercise price per Option for Mr Mitchell’s FY18 LTI grant will be the 5 day volume weighted average price of Boom Shares following the AGM, and is payable on exercise. No amount will be payable in respect of the grant of Options.
Allocation of Shares upon exercise	Upon the valid exercise of vested Options and payment of the Exercise Price, one fully paid Share in the Company will be allocated in relation to each vested Option that is exercised. Under the LTI, the Company’s obligation to allocate Shares following exercise may be satisfied by issuing new Shares, acquiring Shares on market or transferring Shares from an employee share trust. The Company will operate an employee share trust to acquire, hold or provide shares for the purposes of the Plan. Upon exercise of the Options by the MD, the Company intends to first allocate shares which are currently held in the Company’s Employee Share Trust (EST). To the extent further Shares are required to satisfy the Options granted under the Executive Remuneration Plan, the Company intends to acquire Shares on–market or at the Board’s discretion may issue new ordinary Shares. The Board retains discretion to make a cash payment (in lieu of Shares) equal to the market value of Shares the holder would have received on exercise of the Options less the applicable Exercise Price.

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Trading restrictions	Shares allocated upon exercise of the Options will not be subject to any further trading restriction, subject to complying with the Company’s Securities Trading Policy.
Cessation of employment	If the MD ceases employment with the Company before the Vesting Date, the treatment of the Options will depend on the circumstances of cessation. Where the MD ceases employment prior to the Vesting Date due to resignation, termination for cause or gross misconduct, all of his unvested Options will lapse at cessation. Where the MD ceases employment for any other reason before the Options vest, unvested Options will continue “on-foot” and will be tested following the end of the original Vesting Date, vesting to the extent that the relevant Conditions have been satisfied (ignoring any service related conditions). The Board also has a broader discretion to apply any another treatment that it deems appropriate in the circumstances.
Other information	No other director of the Company (other than the MD) is eligible to participate in the LTI or any other employee incentive scheme of the Company. 6,750,000Options were granted under the LTI Plan to the Managing Director following approval by members at the Annual General Meeting held on 27 October 2016. There is no loan scheme in relation to the grant of Options under the Plan.

A voting exclusion statement applicable to Item 5 is set out in the Notice of Meeting.

RECOMMENDATION

The Board (other than Mr Brenden Mitchell who abstains from making a recommendation because of his interest in the resolution) unanimously recommends that members vote in favour of Item 5.

The Chairman intends to vote available proxies in favour of the Resolution.

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Lodge your vote:

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
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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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For all enquiries call:

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Proxy Form

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Vote and view the annual report online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 189611

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 11:00am (AEDT) on Tuesday, 21st November 2017

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

229021_0_COSMOS_Sample_Proxy/000001/000001/i

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Boom Logistics Limited hereby appoint

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the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Boom Logistics Limited to be held at the offices of KPMG, Level 37, Tower Two, Collins Square, 727 Collins Street, Docklands, Melbourne, Victoria 3008 on Thursday, 23rd November 2017 at 11:00am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 4 and 5 (except where I/we have indicated a different voting intention below) even though Items 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 4 and 5 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
For Against Abstain

			For	Again	st Abstain
Item	2	Re-election of Director - Mr Terrence C Francis
Item	3	Re-election of Director - Mr Jean-Pierre Buijtels
Item	4	Adoption of Remuneration Report
Item	5	Grant of Rights and Options to the Managing Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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BOL