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CL8 HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2014
Jun 30, 2014
64658_rns_2014-06-30_d72bf048-519d-4153-972e-c0faf03f4f96.pdf
Proxy Solicitation & Information Statement
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QANDA TECHNOLOGY LTD
ABN 60 066 153 982
N O T I C E O F E X T R A O R D I N A R Y G E N E R A L M E E T I N G E X P L A N AT O R Y M E M O R A N D U M
P R O X Y F O R M
Date of Meeting
Wednesday, 30 July 2014
Time of Meeting
11.00 am (EST)
Place of Meeting
Level 5, 181 Miller Street North Sydney, NSW 2060
NOTICE OF EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of Qanda Technology Ltd ( Company or Qanda Technology ) is to be held on Wednesday, 30 July 2014, at Level 5, 181 Miller Street, North Sydney, NSW 2060, commencing at 11.00 am (EST).
The Explanatory Memorandum that accompanies and forms part of this Notice describes the matters to be considered at this meeting.
BUSINESS
Resolution 1 – Approval of Issue of Options to the Underwriter of the Entitlement Issue
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
"That, for the purposes of Listing Rule 7.1 of the Listing Rules, and for all other purposes, the Company approves the issue of up to 137,500,000 Options to DJ Carmichael Pty Limited or its nominees on the terms specified in the Explanatory Statement that forms part of this Notice."
Short Explanation: The Company is undertaking an Entitlement Issue to shareholders to raise up to approximately $822,400. The Entitlement Issue is underwritten by DJ Carmichael Pty Limited to the extent of the first $704,218 raised. Under the Listing Rules, a company may seek shareholder approval prior to a placement to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any one 12 month period. Please refer to the Explanatory Memorandum for further details.
Voting Exclusion: The Company will in accordance with the Listing Rules, disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 1 is passed and any associate of those 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 a 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.
Resolution 2 – Approval and Ratification of the issue of Shares and Options
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 50,000,000 Shares and 175,000,000 free attaching Options on the terms and conditions set out in the Explanatory Memorandum that forms part of this Notice.”
Short Explanation : Under the Listing Rules, the Company may seek shareholder approval to ratify an issue of securities following a placement to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any one 12 month period.
Voting Exclusion : The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue and any associates of those 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 a 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.
Resolution 3 – Approval of Issue of Placement Facility
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 500,000,000 Shares ( Placement Shares ) at an issue price that is at least 80% of the average market price for Shares in the Company over the last five days on which sales of the Company’s Shares are recorded before the issue of the Placement Shares and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."
Voting Exclusion: The Company will in accordance with the Listing Rules, disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 3 is passed and any associate of those 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 a 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.
EXPLANATORY MEMORANDUM
The Explanatory Memorandum is incorporated in and comprises part of this Notice. Shareholders are referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice and the Explanatory Memorandum.
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PROXIES
Please note that:
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A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member.
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A proxy need not be a member of the Company. A proxy may be appointed by reference to an office held by the proxy (e.g. “the Company Secretary”).
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Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If no such proportion is specified, each proxy may exercise half of the member’s votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes are set out below.
Proxy vote if appointment specifies way to vote
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 :
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the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and
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if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
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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 (ie as directed); and
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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 (ie as directed).
Transfer of non-chair proxy to 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; and
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
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the proxy is not recorded as attending the meeting; or
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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.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.
VOTING ENTITLEMENTS
For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding ordinary shares as set out in the Company’s share register at 7:00 p.m. (EST) on Monday, 28 July 2014 will be entitled to attend and vote at the Meeting.
CORPORATE REPRESENTATIVE
Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the meeting when registering as a corporate representative.
DATED THIS 1[ST] OF JULY 2014 BY ORDER OF THE BOARD
Karen Logan Company Secretary
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Extraordinary General Meeting of Qanda Technology Ltd ( Company or Qanda Technology ).
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.
Resolution 1 - Approval of Issue of Options to the Underwriter of the Entitlement Issue
On 11 June 2014, the Company lodged a prospectus with ASIC and ASX for a pro-rata non-renounceable entitlement issue to shareholders of 411,199,927 new fully paid ordinary shares ( New Shares ) at an issue price of $0.002 each to raise up to approximately $822,400, before costs ( Entitlement Issue ). The Entitlement Issue will be offered to shareholders registered at the Entitlement Record Date of 5:00pm WST on 18 June 2014 with a registered address in Australia or New Zealand on the basis of two (2) New Shares for every eleven (11) Shares held. For every New Share issued there will be granted for no additional consideration one (1) new option, exercisable at $0.002 each with an expiry date of 30 April 2017 (New Option).
DJ Carmichael is Lead Manager and Underwriter to the Entitlement Issue, having underwritten up to the first $704,218, being 352,109,018 New Shares and 352,109,018 New Options. Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter a fee of 7% of the total amount underwritten by the Underwriter (or $49,295 excluding GST) and issue the Underwriter (or its nominees) 137,500,000 New Options.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
The proposed issue of New Options is placed before Shareholders to allow this number of securities to be excluded from the Company’s 15% placement capacity limit under Listing Rule 7.1.
For the purposes of Listing Rule 7.3, the following information is provided:
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(a) A total of 137,500,000 Options are to be issued.
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(b) The Company will issue the Options within 3 months of the date of the Meeting (or such other date as extended by ASX) and it is anticipated that all of those Options will be issued on one date.
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(c) Each Option will be issued for nil consideration.
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(d) The allottee of the Options will be DJ Carmichael Pty Limited or its nominees. The allottee and its nominees are not related parties of the Company.
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(e) The Options will be issued on the terms and conditions set out in Schedule 1.
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(f) No funds will be raised from the issue of the Options as the Options are being issued in consideration for services provided as Lead Manager and Underwriter to the Entitlement Issue
Board Recommendation
The Board believes that maintaining the Company’s ability to issue shares within the 15% limit is in the best interests of the Company, thereby retaining its flexibility to make placements of securities without seeking shareholder approval if the need or opportunity arises. Accordingly, the Board recommends shareholders vote in favour of the resolutions.
Voting Intention
The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.
Resolution 2 – Approval and Ratification of the issue of Shares and Options
As announced to ASX on 14 March 2014 and 28 May 2014, the Company completed placements to sophisticated investors of 175,000,000 Shares at an issue price of $0.02 per Share with free attaching Options on a one for one basis to raise a total of $350,000, before costs of the issue.
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Of the 125,000,000 Shares and 125,000,000 Options issued on 14 March 2014, shareholder approval had been obtained for the 125,000,000 Shares at the Company’s EGM held on 10 January 2014. The 125,000,000 Options were issued utilising the Company’s 15% capacity. Therefore, the Company is seeking to ratify the issue of 50,000,000 Shares and 175,000,000 Options.
The Company seeks that Shareholders approve and ratify the issue of Shares and Options pursuant to Listing Rule 7.4. Listing Rule 7.4 enables shareholders of a company to approve and ratify an issue of securities that was made without shareholder approval under Listing Rule 7.1 or under an exception to Listing Rule 7.1 and which otherwise did not breach Listing Rule 7.1.
A summary of ASX Listing Rule 7.1 is set out under the Explanatory Memorandum for Resolution 1 above.
If the issue of Shares and Options is ratified by this resolution then the issue of these securities will not count towards the Company’s placement capacity for the purposes of Listing Rule 7.1.
For the purposes of Listing Rule 7.5, the following information is provided:
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(a) A total of 50,000,000 Shares and 175,000,000 Options were issued.
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(b) The Shares were issued at an issue price of $0.002 each. For every Share issued there was granted for no additional consideration one Option, exercisable at $0.002 each with an expiry date of 30 April 2017.
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(c) The Shares issued were ordinary fully paid shares and rank equally in all respects with the existing ordinary fully paid shares issued in the capital of the Company. The terms of the Options are set out in Schedule 1 to this Explanatory Memorandum.
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(d) The Shares were issued to sophisticated investors, who are not related parties of the Company.
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(e) Funds raised from the issue of the above Shares and Options will be used to underpin the development and marketing of the Drive My Car Rentals business as well as the ongoing research and development and technical costs associated with the Marketboomer business unit.
Board Recommendation
The Board believes that refreshing the Company’s ability to issue Shares within the 15% limit is in the best interests of the Company, thereby maintaining its flexibility to make placements of securities without seeking shareholder approval if the opportunity arises. Accordingly, the Board recommends Shareholders vote in favour of the Resolution.
Voting Intention
The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.
Resolution 3 – Approval of Placement Facility
Resolution 3 seeks Shareholder approval for the issue of up to 500,000,000 Shares ( Placement Shares ) at an issue price that is at least 80% of the average market price of the Company’s Shares over the last five days on which sales of the Company’s Shares are recorded before the date of issue of the Placement Shares (or, if a prospectus or offer information statement is issued in relation to the placement, before the date of signing of that document). “Market price” means the closing price for the Company’s Shares on ASX (excluding special crossings and overnight sales) on the relevant five days.
A summary of ASX Listing Rule 7.1 is set out under the Explanatory Memorandum for Resolution 1 above.
The proposed issue of the Shares is placed before Shareholders to allow this number of securities to be excluded from the Company’s 15% placement capacity limit under Listing Rule 7.1.
ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:
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(a) The maximum number of securities to be issued by the Company is 500,000,000 Shares.
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(b) The Shares will be issued no later than 3 months after the date of this Meeting (or such later date as is permitted by any ASX waiver or modification of the ASX Listing Rules).
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(c) The Shares will be issued at a price per Share calculated in accordance with Listing Rule 7.3.3 of at least 80% of the average market price of the Company’s Shares over the last five days on which sales of the Company’s Shares are recorded before the day of issue of the Placement Shares (or, if a prospectus or offer information statement is issued in relation to the issue, before the date of signing of that document).
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(d) As at the date of this Notice the identities of the persons to whom the Company proposes issuing the Placement Shares are not currently known and have not been ascertained. It is expected that the Placement Shares, if the placement
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proceeds, will be issued at the discretion of Directors, in consultation with the Company’s advisers, to international and domestic institutional and sophisticated investors. None of these persons will be related parties of the Company.
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(e) The Shares will be issued on the same terms as, and rank equally in all respects with the existing Shares issued in the capital of the Company.
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(f) The funds raised from the issue of the Placement Shares will be used to underpin the development and marketing of the Drive My Car Rentals business and business extensions in the collaborative consumption marketplace area as well as the ongoing research and development and technical costs associated with the Marketboomer business.
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(g) The issue of Placement Shares may occur progressively.
Board Recommendation
The Board recommends Shareholders vote in favour of the Resolution.
Voting Intention
The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.
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DEFINITIONS
$ means an Australian dollar.
ASX means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules and Listing Rules mean the official listing rules of ASX.
Board means the board of directors of the Company.
Company or Qanda Technology means Qanda Technology Ltd (ACN 066 153 982).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a Director of the Company and Directors means the directors of the Company.
Entitlement Issue means the offer pursuant to the prospectus dated 11 June 2014 of 2 New Shares for every 11 Shares held by a Shareholder on the Entitlement Record Date to raise $822,400 together with one New Option for every Share issued.
Entitlement Record Date means 5pm (WST) on 18 June 2014.
EST means Eastern Standard Time.
Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting .
Meeting means the meeting of Shareholders convened by the Notice of Meeting.
Notice or Notice of Meeting means the notice of extraordinary general meeting accompanying this Explanatory Memorandum.
Option means an option to acquire a Share exercisable at $0.002 each with an expiry date of 30 April 2017, on the terms and conditions set out in Schedule 1 to this Explanatory Memorandum.
Placement Shares has the meaning given in Resolution 3.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
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SCHEDULE 1
Terms and Conditions of Options
a) Exercise Price
The exercise price of each Option is $0.002.
b) Entitlement
Each Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.
c) Option Period
The Options will expire at 5.00pm WST on 30 April 2017 ( Expiry Date ). Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not exercised shall automatically expire on the Expiry Date.
d) Ranking of Share Allotted on Exercise of Option
Each Share allotted as a result of the exercise of any Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.
e) Voting
A registered owner of an Option ( Option Holder ) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, a member of the Company.
f) Transfer of an Option
Options are transferrable at any time prior to the Expiry Date. This right is subject to any restrictions on the transfer of Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.
g) Method of Exercise of an Option
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(i)The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ( Notice of Exercise of Options ). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the Expiry Date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
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(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of $0.002 per Share.
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(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
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(iv) Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
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(v) The Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
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(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.
h) ASX Quotation
The Company will apply for quotation of the Options on the ASX.
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i) Reconstruction
In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.
j) Participation in New Share Issues
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least seven (7) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.
k) No Change of Options' Exercise Price or Number of Underlying Shares
There are no rights to change the exercise price of the Options or the number of underlying Shares if there is a bonus issue to the holders of ordinary shares. If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of ordinary shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Option exercise price shall be reduced according to the formula specified in the Listing Rules.
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P R O X Y F O R M
MR SAM SAMPLE UNIT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE WA 6060
1. Appointment of Proxy
I/We being a member/s of Qanda Technology Ltd hereby appoint
the Chairman of PLEASE NOTE : Leave this box blank if you have the Meeting OR 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, or the Chairman’s nominee, 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 subject to relevant laws, as the proxy sees fit) at the Extraordinary General Meeting of Qanda Technology Ltd to be held at Level 5, 181 Miller Street, North Sydney, NSW 2060 at 11.00 am (EST) on Wednesday, 30 July 2014 and at any adjournment of that meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business in which the Chairman is entitled to vote.
2. Items of Business
| Please mark | Please mark | Please mark | to indicate your voting directions. | to indicate your voting directions. | |||
|---|---|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | |||||
| 1. | Approval | of Issue of Options to the Underwriter of the Entitlement Issue | � | � | � | ||
| 2. | Approval | and Ratification of the issue of 50,000,000 Shares and | |||||
| 175,000,000 Options | � | � | � | ||||
| 3. | Approval | of Issue of Placement Facility | � | � | � |
PLEASE NOTE : If you mark the Abstain box for an 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.
3. Signature of Securityholder(s)
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/ Sole Director and Director Director/ Company Secretary Sole Company Secretary
Contact Name
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Date
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Contact Daytime Telephone
H O W T O C O M P L E T E T H E P R O X Y F O R M
1. 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 as they choose. 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. The appointment of a second proxy must be done on a separate copy of the Proxy Form. If a member appoints two proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded.
A duly appointed proxy need not be a securityholder of the company.
2. Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with your directions. If you do not mark any of the boxes on a given item, 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.
3. Signing Instructions
You must sign this form as follows in the spaces provided:
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 must sign.
Power of Attorney: If you have not previously 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.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no 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.
Documents may be lodged by posting, delivery or facsimile to Qanda Technology Ltd:-
PO Box 356 West Perth, WA 6872 Fax: (61 8) 9321 0721
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 the Company Secretary.