CONICO LTD — AGM Information 2015

Oct 22, 2015

CONICO LTD ACN 119 057 457

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON 24 NOVEMBER 2015 COMMENCING AT 9:00 AM

AT

Level 15 197 St Georges Terrace, Perth WESTERN AUSTRALIA

CONICO LTD

(ACN 119 057 457)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Conico Ltd (the “Company”) will be held at Level 15, 197 St Georges Terrace, Perth on Tuesday the 24[th] of November 2015 at 9:00am.

AGENDA

1. Annual Reports

To table the Annual Financial Report for the financial year ended 30 June 2015 and the Director’s Report and Auditor’s Report for that financial year.

2. Resolution 1 – Adoption of Remuneration Report

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

“That for the purposes of section 250R(2) of the Act and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the Annual Financial Report”.

Short Explanation: In accordance with section 249L(2) of the Act, a resolution that the Remuneration Report be adopted must be put to the vote. The effect of section 250R(3) of the Act is that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2 – Election of Director

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

“That Mr Guy Le Page being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

4. Resolution 3 – Election of Director

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

“That Mr James Richardson being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

5. Resolution 4 – Ratification of issue of shares and options by the Directors

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

"That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the placement by the Directors on 14 October 2015 of 9,750,000 fully paid ordinary shares in the Company (“Shares”) and 9,750,000 free attaching unlisted options (each to acquire one Share at any time prior to 30 November 2019, at an exercise price of $0.03) (“Options”), to Prosperion Wealth Management Pty Ltd at an issue price of $0.008 per Share raising a total of $78,000. A commission of 6% was paid to licensed stock brokers in respect of the funds raised. The funds raised are being used to retire outstanding debt and to fund the Company’s ongoing working capital requirements.”

The Company will disregard any votes cast on this Resolution 4 by Prosperion Wealth Management Pty Ltd and any other person who would obtain a benefit if this resolution is passed and their Associates. However, the Company need not disregard a vote if the vote 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 the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Resolution 5 – Approval of issue of shares and options to sophisticated and professional investors

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

"That, for the purpose of ASX Listing Rule 7.1 and all others purposes, shareholders approve and authorise the issue by the Directors of up to 37,375,000 Shares in the Company and 37,375,000 free attaching unlisted Options (each to acquire one Share at any time prior to 30 November 2019, at an exercise price of $0.03), to sophisticated and professional investors (being persons to whom a disclosure document is not required to be provided by virtue of s.708(8), s.708(10) or s.708(11) of the Act) at an issue price of $0.008 per Share to raise, in total, up to $299,000. A commission of 6% is payable to licensed stock brokers in respect of the funds raised. The funds which are raised will be used to retire outstanding debt and to fund the Company’s ongoing working capital requirements.”

The Company will disregard any votes cast on this Resolution 5 by participants of the proposed Share and Option issue under this Resolution 5 and any other person who would obtain a benefit if this resolution is passed and their Associates. However, the Company need not disregard a vote if the vote 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 the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

PROXIES

In accordance with section 249L of the Act, shareholders are advised each shareholder has a right to appoint a proxy, the proxy need not be a shareholder of the Company, and a shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments: By hand delivery to the Registered Office:

Level 15, 197 St Georges Terrace, Perth, Western Australia 6000

By Post to PO Box 7055, Cloisters Square, Perth, Western Australia 6850

By facsimile to: (08) 9282 5866

Each shareholder entitled to vote at the Annual General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the Annual General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions. If a shareholder does not mark any of the 'For', 'Against' or 'Abstain' boxes on the proxy form for Resolution 1 (Adoption of Remuneration Report), that shareholder will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of such resolution).

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 22 November 2015 will be entitled to attend and vote at the Annual General Meeting.

Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates Company Secretary Dated this 23[rd] day of October 2015

CONICO LTD

(ACN 119 057 457)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

This Explanatory Statement is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1 – RECEIVE AND CONSIDER THE ANNUAL REPORTS

The first agenda item is to receive and consider the Annual Financial Report, Director’s Report and Auditor’s Report for the Company for the financial year ended 30 June 2015. No Resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company’s Directors and auditors in relation to the Company’s results and operations for the financial year.

2 – RESOLUTION 1 - REMUNERATION REPORT

The Annual Financial Report for the financial year ended 30 June 2015 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 249L(2) of the Act, a resolution that a Remuneration Report be adopted must be put to the vote. However, pursuant to section 250R(3) of the Act, the vote on this Resolution is advisory only and will not require the Directors or the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

Where the Chairman is appointed as proxy for a shareholder to vote on this resolution and is not expressly directed by such shareholder to vote 'For' or 'Against' this resolution, or to 'Abstain' from voting on this resolution, the Chairman intends to vote in favour of this resolution.

3 – RESOLUTION 2 - RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr Guy Le Page retires by rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Le Page has been a Board member since March 2006. Mr Le Page is currently a corporate adviser at RM Capital Pty Ltd specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. Mr Le Page was Head of Research at Morgan Stockbroking Limited (Perth) prior to joining Tolhurst Noall as a Corporate Adviser in July of 1998. As Head of Research, Mr Le Page was responsible for the supervision of all Industrial and Resources research. As a Resources Analyst, Mr Le Page published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

The Board recommends that shareholders vote in favour of this Resolution.

4 – RESOLUTION 3 - RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr James B Richardson retires by rotation and, being eligible, offers himself for reelection as a Director of the Company.

Mr James B Richardson has been a Board member since November 2008. Mr Richardson is currently a director of RM Capital Pty Ltd. He has been actively involved in a range of corporate activities, including the development, documentation, negotiation and marketing of a number of successful financial instruments for various companies encompassing various sectors of the investment market. His experience includes complex negotiations between various government departments, both domestic and international. The Board recommends that shareholders vote in favour of this Resolution.

5 – RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES AND OPTIONS BY THE DIRECTORS

On 14 October 2015 the Company issued 9,750,000 Shares in the Company and 9,750,000 free attaching unlisted Options to Prosperion Wealth Management Pty Ltd at an issue price of $0.008 per Share, raising a total of $78,000. The funds raised are being used to retire outstanding debt and to fund the Company’s ongoing working capital requirements.

Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary securities subsequently approve it. That is, Listing Rule 7.4 permits the ratification of previous issues of equity securities made without prior shareholder approval, provided the issue did not (at the time) breach the 15% threshold set by Listing Rule 7.1. Equity securities issued with the approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 are not then required to be included in the 15% limit imposed by Listing Rule 7.1. As a result, the effect of such a ratification will be to restore the company's maximum discretionary power to issue further equity securities up to 15% of the issued capital of the Company without requiring shareholder approval.

The Company’s total issued capital immediately prior to the issue of the 9,750,000 Shares and 9,750,000 Options to Prosperion Wealth Management Pty Ltd on 14 October 2015 was 132,431,258 Shares. The issue of the 9,750,000 Shares and 9,750,000 free attaching Options to Prosperion Wealth Management Pty Ltd thus represented (in the aggregate) 14.725% of the Company’s issued share capital immediately before this issue occurred (of 132,431,258 Shares).

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

1. 9,750,000 Shares and 9,750,000 Options were issued;

2. the price at which the Shares were allotted was $0.008 per Share; the Options were issued free of charge;

3. the Shares were issued on the same terms as, and rank pari passu with, the existing issued Shares of the Company and are quoted on the ASX and the Options are unlisted options, each to acquire one Share at any time prior to 30 November 2019, at an exercise price of $0.03;

4. the Shares and Options were all issued to Prosperion Wealth Management Pty Ltd; and

5. the funds raised from the issue of the Shares are being used to retire outstanding debt and to fund the Company’s ongoing working capital requirements.

The Company will disregard any votes cast on Resolution 5 by Prosperion Wealth Management Pty Ltd or a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 5 is passed or an associate of any of those persons. However, the Company will not disregard the vote if:

• (i) 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

• (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

6 – RESOLUTION 5 - APPROVAL OF ISSUE OF SHARES AND OPTIONS TO SOPHISTICATED INVESTORS AND PROFESSIONAL INVESTORS

Resolution 5 seeks approval and authorisation, for the purposes of ASX Listing Rule 7.1 and for all other purposes, to the issue by the Directors of up to 37,375,000 Shares in the Company and 37,375,000 free attaching unlisted Options, to sophisticated and professional investors (being persons to whom a disclosure document is not required to be provided by virtue of s.708(8), s.708(10) or s.708(11) of the Act) at an issue price of $0.008 per Share, to raise a total of $299,000. A commission of 6% is payable to licensed stock brokers in respect of the funds raised. The funds raised will be used to retire outstanding debt and fund Company’s ongoing working capital requirements

Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities.

Further, equity securities issued with approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 are not then required to be included in the 15% limit imposed by Listing Rule 7.1.

As at the date of this explanatory statement, the issued share capital of the Company before and after the issue of the Shares the subject of this Resolution 5 will be as follows:

subject of this Resolution 5 will be as follows:
Current issued Shares and options Issue to Sophisticated and Professional Investors Total new issued Shares and options	Shares Options 142,181,258 *15,251,000 37,375,000 37,375,000
	179,556,258 *52,626,000

• • Includes 5,501,000 unlisted options, each to acquire one Share at any time prior to 31 December 2016, at an exercise price of $0.08, and the 9,750,000 unlisted Options the subject of Resolution 4.

The proposed issue by the Company of 37,375,000 Shares and 37,375,000 Options to sophisticated and professional investors, therefore represents (in the aggregate) 52.57% of its current issued Shares (of 142,181,258 Shares).. The Company therefore seeks shareholder approval to the proposed issue of the Shares and Options to sophisticated and professional investors pursuant to Listing Rule 7.1.

The following information is provided in accordance with Listing Rule 7.3:

• 1) the (maximum) number of securities the Company will issue to sophisticated and/or professional investors is 37,375,000 Shares and 37,375,000 Options;

• 2) the Shares and Options will be issued within three months of the date of this annual general meeting;

• 3) the issue price for the Shares will be $0.008 per Share, with each Share having a free attaching Option;

• 4) the names of the allottees of the Shares and Options are: Gresden John Vukman, Russell Grant Annear, Paul Bourke, David John Newman & Anastasia Apostolou, Anastasia Apostolou, David John Newman, Bond Street Custodians Limited, Vince Vallelonga, Vasko Suleski, Meriwa Street Pty Ltd, Peto Pty Ltd, Salitini Pty Ltd, Skymist Enterprises Pty Ltd and Recode Pty Ltd;

• 5) the Shares will be issued on the same terms as, and rank pari passu with, the existing issued Shares of the Company and will be quoted on the ASX and the Options are unlisted options, each to acquire one Share at any time prior to 30 November 2019, at an exercise price of $0.03;

• 6) the purpose of the proposed Share issue (with free attaching Options) is to raise funds that will be used to retire outstanding debt and to fund the Company’s ongoing working capital requirements;

7) the Company anticipates issuing the Shares and Options on 25 November 2015. The Company will disregard any votes cast on Resolution 5 by the participants in the proposed share issue under this Resolution 5 (as set out in item 4 above) or a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 5 is passed or an associate of any of those persons. However, the Company will not disregard the vote if:

• (i) 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

• (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

GLOSSARY OF TERMS

In this Explanatory Statement and accompanying Notice of Meeting the following words and expressions have the following meanings:

• " Act " means Corporations Act 2001 (Cth);

“ASIC” means Australian Securities and Investments Commission;

" ASX " means ASX Limited (ACN 008 624 691) and the Australian Securities Exchange (as the case requires);

" Board " means the board of Directors of the Company;

" Company " or " Conico " means Conico Ltd (ACN 119 057 457);

• " Director " means a director of the Company;

" Explanatory Statement " means the information attached to the Notice of Meeting which provides information to shareholders about the Resolutions contained in the Notice of Meeting;

“Listing Rules” means the ASX Listing Rules and “Listing Rule” has a corresponding meaning;

" Notice " or " Notice of Meeting " means the notice of meeting which accompanies this Explanatory Statement; and

“ Option ” means an option to acquire one Share in the Company at any time prior to 30 November 2019, at an exercise price of $0.03),

“ Share ” means an ordinary fully paid share in the Company

CONICO LTD (ACN 119 057 457)

PROXY FORM ANNUAL GENERAL MEETING

The Company Secretary Conico Ltd Level 15, 197 St Georges Terrace Perth WA 6000 Fax +61 08 9282 5866

Share Registry Website: www.advancedshare.com.au

I/We

being a member/members of Conico Ltd entitled to attend and vote at the meeting, hereby Appoint Name of proxy

or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman’s nominee, to vote in respect of ____% of my/our voting rights in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the Annual General Meeting of the company, to be held on Tuesday the 24[th] of November 2015 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

FOR AGAINST ABSTAIN

• Ordinary Resolutions: 1. Approval of Remuneration Report

• Re-election of Mr Guy T Le Page as a Director of the Company 3. Re-election of Mr James B Richardson as a Director of the Company 4. Ratification of issue of shares and options by the Directors

• Re-election of Mr James B Richardson as a Director of the Company

• Approval of issue of shares and options to sophisticated and professional investors

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.

In the case of Resolution 1 (Approval of Remuneration Report), if you do not mark one of the 'For', 'Against' or 'Abstain' boxes, you will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of Resolution 1).

Signed this day of 2015

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

The Chairman intends to vote undirected proxies in favour of each item of business. If you do not wish to direct your proxy how to vote please place a mark in the box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. Notes:

1. To be effective, this proxy and the power of attorney (if any) under which it is signed must be received at the Registered Office of the company, Level 15, 197 St Georges Terrace, Perth, WA 6000 not less than 48 hours before the time for holding the meeting, or any adjournment thereof.

2. If the member is a corporation, the form of proxy should be signed under seal if appropriate.

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed either in accordance with the Constitution of the company or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by all of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting, that is by 9:00am WST on 22 November 2015, by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. (b) 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

9. (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and

10. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, or acts as proxy for any other shareholder, the proxy can cast any votes the proxy holds as a shareholder or as proxy for any other shareholder in any way that the proxy, or that other shareholder, sees fit.

1. The Chairperson intends to vote in favour of all resolutions set out in the Notice of Annual General Meeting.