CAQ HOLDINGS LIMITED — AGM Information 2021

Jun 17, 2021

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CAQ Holdings Limited ACN 091 687 740

Notice of Annual General Meeting

Annual General Meeting to be held at Level 2, CWA House, 1176 Hay Street, West Perth, WA 6005 on 20 July 2021, commencing at 10:30am (AWST) and virtually at www.advancedshare.com.au/virtual-meeting.

IMPORTANT

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting. Should you wish to discuss the matters in this Notice of Annual General Meeting, please do not hesitate to contact the Company Secretary on (+61 8) 0416 107 244.

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of CAQ Holdings Limited (ACN 091 687 740) (“ Company ”) will be held at Level 2, CWA House, 1176 Hay Street, WA 6005 on 20 July 2021, commencing at 10:30am (AWST).

The Board has made the decision that it will hold a physical Annual General Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government and State Government’s restrictions that may be in place for physical gatherings at the location and time specified above.

However, in light of the status of the evolving COVID-19 situation, the Board encourages Shareholders to consider participating in the Annual General Meeting virtually or voting by proxy rather than attending the Annual General Meeting in person. In accordance with section 249S of the Corporations Act, the Company invites Shareholders to attend and participate via the virtual Annual General Meeting through an online meeting platform powered by the Share Registry accessible at www.advancedshare.com.au/virtualmeeting (“ Virtual Meeting ”).

Please refer to the Meeting ID and Shareholder ID on the Proxy Form to login to the Virtual Meeting website.

A live webcast and electronic voting via the Virtual Meeting will be offered to allow Shareholders to watch, listen to and participate in the Annual General Meeting and vote online. To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.

Shareholders may submit questions ahead of the Annual General Meeting via the Virtual Meeting portal from 6 July 2021 and throughout the Annual General Meeting itself.

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

Terms and abbreviations used in this Notice of Annual General Meeting (including in the Explanatory Statement and the Proxy Form) are defined in the Glossary (or elsewhere in the body of this Notice of Annual General Meeting).

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Business

1. Annual Report for year ended 31 December 2020

To receive and consider the Annual Report of the Company for the year ended 31 December 2020 which includes the Financial Report of the Company, the Director’s Report, the Remuneration Report and the Auditor’s Report.

2. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2020.”

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

Voting Exclusion Statement: In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member, whether the votes are cast as a Shareholder, proxy or in any other capacity.

However, the Company will 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 Chair 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.

3. Resolution 2 – Re-election of Paul Price

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

“That Mr Paul Price, who retires as a Director by rotation in accordance with clauses 11.1.3 and 11.1.5 of the Constitution, and being eligible for re-election, offers himself for reelection, is re-elected as a Director.”

4. Resolution 3 – Re-election of Ivan Cheng

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

“That Mr Ivan Cheng, who as a Director retires by rotation in accordance with clauses 11.1.3 and 11.1.5 of the Constitution and being eligible for re-election, offers himself for re-election, is re-elected as a Director.”

5. Resolution 4 – Re-election of Kwan Chan

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

“That Mr Kwan Chan, who as a Director retires by rotation in accordance with clauses 11.1.3 and 11.1.5 of the Constitution and being eligible for re-election, offers himself for re-election, is re-elected as a Director.”

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6. Resolution 5 – Approval of 10% Placement Facility

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

“That, in accordance with Listing Rule 7.1A, and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

7. Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

By order of the Board

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Paul Price Chairman CAQ Holdings Limited

16 June 2021

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Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instruction set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has the right to appoint a proxy;

• the proxy need not be a Shareholder of the Company;

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two (2) proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one half of the votes;

• Shareholders and their proxies should be aware that:

• if proxyholders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed;

• section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has two (2) or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair Proxy to the Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

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• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members;

• the appointed proxy is not the Chair of the meeting;

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution;

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Return of Proxy Form: To vote by proxy, please complete and sign the enclosed Proxy Form and return to:

By Mail Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 Online www.advancedshare.com.au/investor-login By Fax +61 8 6370 4203 Custodian Voting for intermediary online subscribers only (so that it is received not later than 48 hours prior to the Meeting)

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (AWST) on Sunday, 18 July 2021. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

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Regulatory Information

1. Annual Report for the year ended 31 December 2020

The Corporations Act requires the Annual Report of the Company for the year ended 31 December 2020, which includes the Financial Report of the Company, the Directors’ Report, the Remuneration Report and the Auditor’s Report, to be laid before the Annual General Meeting. The financial statements and reports are contained in the Annual Report. Shareholders who have elected to receive the Annual Report have been provided with a copy. The Annual Report is also available on ASX’s website.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

2. Resolution 1 – Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. However, section 250R(3) of the Corporations Act expressly provides that the vote on this Resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report.

If at least 25% of the votes on this Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2022 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of the Directors (“ Spill Resolution ”).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (“ Spill Meeting ”) within ninety (90) days. All of the Directors (other than the Chairman), will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election is approved will be the directors of the Company.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

3. Resolution 2 – Re-election of Paul Price

In accordance with clause 11.1.3 of the Constitution, every year one third of the Directors for the time being, or the number nearest one third must retire from office. Clause 11.1.5 provides that the directors to retire at any annual general meeting must be those who have been longest in office since their last election. Clause 11.1.4 provides that a retiring Director is eligible for re-election.

Mr Paul Price has extensive experience in corporate and commercial matters and has advised national and international clients on capital raising and structuring issues including Corporations Act and ASX Listing Rule compliance and governance issues. Mr Price’s clients have spanned numerous industry sectors, including resources and energy, manufacturing, professional services, industrial and technology. Mr Price has served as a director of a number of ASX listed companies and he is a member of the Australian Institute of Company Directors, AMPLA (the Resources and Energy Law Association) and the Association of Mining and Exploration Companies. Mr Price has a Bachelor of Jurisprudence, a Bachelor of Laws and a Masters of Business Administration, all from the University of Western Australia.

Mr Paul Price retires by rotation and being eligible for re-election is offering himself for election as a Director of the Company.

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4. Resolution 3 – Re-election of Ivan Cheng

In accordance with clause 11.1.3 of the Constitution, every year one third of the Directors for the time being, or the number nearest one third must retire from office. Clause 11.1.5 provides that the directors to retire at any annual general meeting must be those who have been longest in office since their last election. Clause 11.1.4 provides that a retiring Director is eligible for re-election.

Mr Ivan Cheng has acted as the chief financial officer of the Company. He is also the company secretary, chief financial officer and a director of Beijing Properties (Holdings) Limited. In addition to this, Mr Ivan Cheng is also the director and chief financial officer of both China Logistics Infrastructures (Holdings) Limited and China Industrial Properties (Holdings) Limited.

Mr Ivan Cheng has extensive experience in accounting, financial management and company secretarial roles. He has a Bachelor’s Degree in Commerce, majoring in Accounting and Finance from Curtin University, a Masters of Business Administration from the University of South Australia and a Masters of Corporate Governance from the Hong Kong Polytechnic University. Mr Ivan Cheng is a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of CPA Australia, an associate member of The Hong Kong Institute of Chartered Secretaries and an associate member of The Institute of Chartered Secretaries and Administrators.

Mr Ivan Cheng retires by rotation and being eligible for re-election is offering himself for election as a Director of the Company.

5 Resolution 4 – Re-election of Kwan Chan

In accordance with clause 11.1.3 of the Constitution, every year one third of the Directors for the time being, or the number nearest one third must retire from office. Clause 11.1.5 provides that the directors to retire at any annual general meeting must be those who have been longest in office since their last election. Clause 11.1.4 provides that a retiring Director is eligible for re-election.

Mr Kwan Chan has extensive experience in assets management and commercial acquisitions. In September 2016, Mr Chan received his Diamond Graduate Diploma from the Gemological Institute of America, which will bring unique knowledge to the Board. He also has a Bachelor’s Degree in Law from the University of Leicester and a Bachelor’s Degree in Biomedical Sciences from the University of Essex.

Mr Kwan Chan retires by rotation and being eligible for re-election is offering himself for election as a Director of the Company.

6 Resolution 5 – Approval of 10% Placement Facility

Resolution 5 is a special resolution which seeks Shareholder approval for the issue of Equity Securities totalling up to 10% of the issued capital of the Company under and in accordance with Listing Rule 7.1A (“ 10% Placement Facility ”).

Listing Rule 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

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Resolution 5 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If Resolution 5 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

Approval of the 10% Placement Facility is valid from the date of the Annual General Meeting until the earlier of:

• twelve (12) months after the Annual General Meeting;

• the time and date of the Company’s next annual general meeting; and

• the date shareholders approve a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(“ 10% Placement Period ”).

The number of Equity Securities that the Company will have the capacity to issue under the 10% Placement Facility will be calculated in accordance with the following formula:

(A x D) – E

• A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity – i.e. the number of shares on issue twelve (12) months before the date of issue or agreement:

• plus the number of fully paid shares issued in the twelve (12) months under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17;

• plus the number of fully paid Equity Securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4,

• plus the number of fully paid Equity Securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

  • the agreement was entered into before the commencement of the relevant period; or

  • the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4,

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• plus the number of any other Equity Securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4,

• plus the number of partly paid Equity Securities that became fully paid in the relevant period,

• less the number of fully paid Equity Securities cancelled in the relevant period;

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the twelve (12) months before the date of the issue or agreement to issue where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

For the purposes of Listing Rule 7.3A, the following information is provided to Shareholders in relation to Resolution 5:

(a) Minimum price at which the securities may be issued

In accordance with Listing Rule 7.1A.3, any Equity Securities issued under the 10% Placement Facility will be issued for at least 75% of the VWAP of Equity Securities in the same existing quoted class of Equity Securities calculated over the fifteen (15) Trading Days on which trades in that class were recorded immediately before:

• the date on which the price of the Equity Securities is agreed; or

• if the Equity Securities are not issued within ten (10) Trading Days of the above date, the date on which the Equity Securities are issued.

(b)

Risk of economic and voting dilution

Any issue of Equity Securities under the 10% Placement Facility will dilute Shareholders who do not participate in the issue. The table below shows the potential economic and voting dilution of existing Shareholders as a result of the Company issuing Shares under the 10% Placement Facility, based on different issue prices and values for variable ‘A’ in the formula above.

The table also shows:

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

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

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Variable A in Listing Rule 7.1A.2			Dilution
		$0.009 50% decrease in market price	$0.018 current market price	$0.036 100% increase in market price
Current variable “A” 717,786,281	10% voting dilution	71,778,628 Shares	71,778,628 Shares	71,778,628 Shares
	Funds raised	$646,007.65	$1,292,015.30	$2,584.030.61
50% increase in current variable “A” 1,076,679,421	10% voting dilution	107,667,942 Shares	107,667,942 Shares	107,667,942 Shares
	Funds raised	$969,011.48	$1,938,022.96	$3,876,045.91
100% increase in current variable “A” 1,435,572,562	10% voting dilution	143,557,256 Shares	143,557,256 Shares	143,557,256 Shares
	Funds raised	$1,292,015.30	$2,584,030.61	$5,168,061.22

Notes (the table has been prepared on the basis of the following assumptions):

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. 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%.

3. 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 Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

6. The issue price is $0.018, being the closing price of the Shares on ASX on 14 June 2021.

Shareholders should further note that:

• the market price for the Equity Securities may be significantly lower on the date of issue than on the date of the Annual General Meeting; and

• the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the date of issue.

(c) Date by which the securities may be issued

In accordance with Listing Rule 7.1A.1, any Equity Securities issued under the 10% Placement Facility will be issued during the 10% Placement Period. The 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(d) Purposes for which the securities may be issued

Any Equity Securities issued under the 10% Placement Facility may only be issued for cash consideration to raise funds. In such circumstances, the Company may apply the funds raised towards activities at its existing projects and/or to provide general working capital. However, as at the date of this Notice of Annual General Meeting, the Company has no

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present intention to undertake a new capital raising using its additional 10% Placement Facility.

(e) Allocation policy for issues of securities

The Company’s allocation policy for any Equity Securities issued under the 10% Placement Facility will depend on the prevailing market conditions at the relevant time, however, recipients will not be related parties of the Company. The identity of recipients of Equity Securities will otherwise be determined on a case by case basis having regard to the following factors (without limitation):

• the purpose of the issue;

• alternative methods for raising funds that are available to the Company including rights issues or other issues in which existing Shareholders can participate;

• the effect of the issue on the control of the Company;

• the financial situation and solvency of the Company;

• prevailing market conditions; and

• advice from corporate, financial and broking advisers.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issuing any Equity Securities.

(f) Previous issues of securities

There have been no issues of securities since the previous annual general meeting of the Company.

For the purposes of Listing Rule 7.1A.2, the Company notes that, as at the date of this Notice of Annual General Meeting, the Company has not approached any Shareholders to participate in the issue of any Equity Securities. As such, no existing Shareholders votes will be excluded under the voting exclusion for this Resolution 5 in this Notice of Annual General Meeting.

7 Director’s Recommendations

The Directors unanimously recommend that Shareholders vote in favour of all Resolutions, other than to the extent that a Director abstains from expressing an opinion or making a recommendation in the relevant Resolutions due to having a material personal interest in the Resolution.

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Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

10% Placement Facility

means the issue of Equity Securities totalling up to 10% of the issued capital of Company under and in accordance with Listing Rule 7.1A.

10% Placement Period

means the period for which approval of the 10% Placement Facility is valid, being from the date of the Annual General Meeting until the earlier of:

• twelve (12) months after the Annual General Meeting;

• the time and date of the Company’s next annual general meeting; and

• the date Shareholders approve a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Annual General Meeting means the 2021 annual general meeting of the Company. Annual Report means the annual report of the Company for the year ended 31 December 2020.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

Auditor’s Report means the auditor’s report of the Company located in the Annual Report.

AWST means Australian Western Standard Time.

Board means the board of Directors of the Company.

Chair/Chairman means the chair of the Company, being Mr Paul Price as at the date of this Notice of Annual General Meeting. Closely Related Party means a closely related party of a member of Key Management Personnel as defined in Section 9 of the Corporations Act, being:

• (a) a spouse or child of the member;

• (b) a child of that member’s spouse;

• (c) a dependant of that member or of that member’s spouse;

• (d) anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;

• (e) a company that is controlled by that member; or

• (f) any other person prescribed by the Regulations.

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Company		means the company, being CAQ Holdings Limited (ACN 091 687
		740).
Company Secretary		means the secretary of the Company, being Mr Mark Maine as at
		the date of this Notice of Annual General Meeting.
Constitution		means the Constitution of the Company.
Corporations Act		means the_Corporations Act 2001_(Cth).
Corporations Regulations		means the_Corporations Regulations 2001_(Cth).
COVID-19		means the coronavirus known as COVID-19.
Director		means a director of the Company.
Director’s Report		means the director’s report of the Company located in the Annual
		Report.
Equity Securities		means an equity security as defined in chapter 19 of the Listing
		Rules.
Explanatory	Statement	means the explanatory statement accompanying the Notice of
		Annual General Meeting.
Federal Government		means the Federal Government of Australia.
Financial Report		means the financial report of the Company located in the Annual
		Report.
Glossary		means this glossary section accompanying the Notice of Annual
		General Meeting.
Key Management Personnel		means the key management personnel of the Company as
		defined in Section 9 of the Corporations Act and Australian
		Accounting Standards Board accounting standard 124, being
		those persons having authority and responsibility for planning,
		directing and controlling the activities of the Company, directly or
		indirectly, including any Director (whether executive or
		otherwise).
Listing Rules		means the official listing rules of the ASX as amended from time
		to time.
Meeting ID		means the meeting identification number for the Virtual Meeting,
		as provided on the Proxy Form.
Notice of	Annual General	means the notice convening the Annual General Meeting which
Meeting		accompanies this Explanatory Statement.
Options		means an option to acquire a Share in the Company.
Proxy Form		means the proxy form accompanying the Notice of Annual
		General Meeting.
Regulation		means a regulation from the Corporations Regulations.

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Remuneration Report means the remuneration report of the Company located in the Annual Report. Resolution means a resolution set out in the Notice of Annual General Meeting. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company. Share Registry means the Company’s share registry, being Advanced Share Registry Limited. Shareholder means a shareholder of the Company. Shareholder ID means the shareholder identification number for the Virtual Meeting, as provided on the Proxy Form. Spill Meeting means an extraordinary general meeting that must be held within ninety (90) days in circumstances where 50% or more of Shareholders vote in favour of the Spill Resolution. Spill Resolution means a resolution put to Shareholders proposing the calling of an extraordinary general meeting to consider the appointment of the Directors which must occur if at least 25% of the votes on a Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s next annual general meeting. State Government means the State Government of Western Australia. Trading Days means days where the ASX is open for usual trading. Virtual Meeting means the virtual Annual General Meeting held on the Share Registry’s online meeting platform accessible at www.advancedshare.com.au/virtual-meeting. VWAP means the volume weighted average price, which is a trading benchmark used by traders that gives the average price a security has traded at throughout the day, based on both volume and price.

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