CONNEXION MOBILITY LTD — AGM Information 2015

Oct 25, 2015

CONNEXION MEDIA LIMITED

ABN 68 004 240 313

NOTICE OF ANNUAL GENERAL MEETING

&

EXPLANATORY STATEMENT

For the Annual General Meeting to be held:

at 11am (AEDT)

on 27 November 2015

at the offices of Perpetual Consulting Group Pty Ltd, Suite 2, Level 17, 499 St Kilda Road, Melbourne VIC 3004

In this document you will find:

1. Notice of Meeting.

2. An Explanatory Statement containing an explanation of, and information about, the proposed resolutions to be considered at the Annual General Meeting.

3. Proxy Form.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of CONNEXION MEDIA LIMITED ( Company ) will be held at 11am (AEDT) on Friday, 27 November 2015 at Perpetual Consulting Group Pty Ltd, Suite 2, Level 17, 499 St Kilda Road, Melbourne VIC 3004 .

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1 Discussion of Annual Report

To consider the Annual Report, Financial Statements, and the reports of the directors and the Auditor for the year ended 30 June 2015.

Note : There is no requirement for shareholders to approve these reports and financial statements.

2 Resolution 1: Adoption of Remuneration Report

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

“That for the purposes of section 250R(2) of the Corporations Act, the remuneration report (which forms part of the Directors' report for the year ended 30 June 2015) is adopted”.

Note: Although section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors, there are potentially serious consequences associated with a "No" vote greater than 25%. Please see section 2 of the Explanatory Statement for details.

Voting Exclusion: A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the key management personnel, details of whose remuneration are included in the remuneration report; or

• (b) a closely related party of such a member.

However, a person described above may cast a vote on Resolution 1 if:

• (a) the voter is appointed as proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity.

3 Resolution 2: Re-election of Eric Jiang

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

“That, for the purpose of clause 5.3(c)(i) of the Constitution and for all other purposes, Mr Eric Jiang, retires, and being eligible, is re-elected as a Director.”

4 Resolution 3: Re-election of Ashley Kelly

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

“That, for the purpose of clause 5.3(c)(i) of the Constitution and for all other purposes, Mr Ashley Kelly, retires, and being eligible, is re-elected as a Director.”

By order of the Board

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George Parthimos Director

Date: 26 October 2015

PROCEDURAL NOTES

These notes form part of the Notice of Meeting.

• 1 Determination of Shareholders’ Right to Vote

In accordance with regulations 7.11.37 of the Corporations Regulations 2001 , the Board has determined that for the purposes of the meeting, a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Company's share register as at 7.00pm (AEDT) on Wednesday, 25 November 2015.

2

Appointment of Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. You may appoint the Chair of the meeting or someone else.

Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder; and

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then each proxy may exercise one-half of the votes.

An appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) 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);

• (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;

• (c) 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

• (d) 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).

If:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Shareholders;

• (b) the appointed proxy is not the Chair of the meeting;

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

• (d) 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.

3 Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

4 Incorporation of Explanatory Statement

The Explanatory Statement attached to this Notice of Meeting, is hereby incorporated into and forms part of this Notice of Meeting.

5 Questions from Shareholders

At the Annual General Meeting, the Chair will allow a reasonable opportunity for Shareholders to ask questions in relation to the Resolutions to be put to the meeting.

In addition, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.

Nicholas Benbow of William Buck Corporate Finance Pty Ltd as the Auditor responsible for preparing the Auditor's report for the year ended 30 June 2015 (or his representative) will attend the Annual General Meeting. The Chair will also allow a reasonable opportunity for Shareholders to ask the Auditor questions about:

• (a) the conduct of the audit;

• (b) the preparation and content of the Auditor's report;

• (c) the accounting policies adopted by the Company in relation to the preparation of financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

EXPLANATORY STATEMENT

This information forms part of the Notice of Meeting. The main purpose of this Explanatory Statement is to provide Shareholders with information concerning the Resolutions.

The Explanatory Statement and all attachments are important documents. They should be read carefully. The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1 Financial report and the reports of the Directors and Auditor

The Corporations Act requires the financial report and the reports of the Directors and Auditor to be laid before the Annual General Meeting. Shareholders will be given a reasonable opportunity to raise questions on all these reports at the meeting.

2 Resolution 1: Remuneration Report

2.1 Background

The Annual Report for the year ended 30 June 2015 contains a Remuneration Report (refer to pages 9 to 12 (inclusive) of the Annual Financial Report) which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for Directors.

The Corporations Act (under section 250R) requires the agenda for an annual general meeting to include a resolution for the adoption of the Remuneration Report. The vote on the resolution is advisory only and is not binding on the Directors or the Company. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “ spill resolution ”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for re-election.

At the 2014 AGM, no votes that were cast were voted against the adoption of the Remuneration Report.

The Remuneration Report:

• (a) describes the policy behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of employees and the Company’s performance;

• (b) sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and

• (c) explains the differences between the basis for remunerating Non-Executive Directors and executives of the Company.

A reasonable opportunity for discussion of the Remuneration Report will be provided at the meeting.

2.2 Recommendation

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of Resolution 1.

The Chair will be casting undirected proxy votes held by him in favour of Resolution 1, except for any proxies, undirected or otherwise, from key management personnel which are restricted.

3 Resolution 2: Re-election of Mr Eric Jiang

3.1 Background

Pursuant to the Constitution and the Listing Rules, Mr Jiang will retire by rotation and seeks re-election.

3.2 Mr Eric Jiang

Mr Jiang has completed a Bachelor of Commerce (Honours) and Bachelor of Arts from Monash University and has 15 years’ experience in the financial services sector. In addition to holding senior executive and non-executive positions within several financial advisory firms, he has personally built a substantial financial advice practice advising local and overseas clients.

In addition to his work within the financial services sector, Mr Jiang has developed broad expertise as a corporate consultant and advisor. He is currently an Executive Director of ASX listed Perpetual Resources Limited (ASX:PEC) and has been a non-executive director of a number of listed companies in Australia and overseas.

Mr Jiang is an executive director of the Company.

3.3 Recommendation

The Board supports the re-election of Mr Jiang.

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of this Resolution.

The Chair will be casting undirected proxy votes held by him in favour of this Resolution.

4 Resolution 3: Re-election of Mr Ashley Kelly

4.1 Background

Pursuant to the Constitution and the Listing Rules, Mr Kelly will retire by rotation and seeks re-election.

4.2 Mr Ashley Kelly

Mr Kelly is a senior adviser with Bell Potter Securities Limited, and a responsible executive for the Australian Securities Exchange. He has 18 years’ experience advising private, sophisticated and professional investors on the ASX.

Mr Kelly has experience in Australian equities, portfolio management, capital raisings, seed offerings, placements, initial public offerings and fixed interest products.

Mr Kelly has been a director of the Company since February 2012 and is currently an executive director of the Company.

4.3 Recommendation

The Board supports the re-election of Mr Kelly.

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of this Resolution.

The Chair will be casting undirected proxy votes held by him in favour of this Resolution.

GLOSSARY

The following words and expressions used in the notice of meeting and Explanatory Statement have the following meanings unless the context requires otherwise:

Annual Report means the annual report of the Company for the financial year ended 30 June 2015.

Auditor means William Buck Corporate Finance Pty Ltd.

ASX means ASX Limited ACN 98 008 624 691

Board means the board of directors of the Company.

Company means Connexion Media Limited (ABN 68 004 240 313).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Executive Director means a Director that is also an executive.

Explanatory Statement means the explanatory statement accompanying the notice of meeting for the AGM.

Listing Rules means the Listing Rules of the ASX.

Meeting or AGM means the annual general meeting of the Company to be held at 11am (AEDT) on Friday, 27 November 2015 .

Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution proposed in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Connexion Media Limited: Proxy Form

Section 1: Security Holder

Name(s) Address Security Holder Reference Number

Section 2: Appointment of Proxy

I/We being a member/s of the Company hereby appoint:

The Chair of the Meeting (mark with an “”) OR

(Write here the name of the person you are appointing if this person/s is someone other than the Chair of the meeting) Write here % of votes or number of shares if appointing 2 proxies (Write here the name of the person you are appointing if you are appointing a second proxy) Write here % of votes or number of shares if appointing 2 proxies

or failing the person/s named, or if no person/s is named, the Chair of the meeting, as my/our proxy and to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Section 3 below (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Connexion Media Limited to be held at Suite 2, Level 17, 499 St Kilda Road, Melbourne VIC 3004 at 11am (AEDT) on 27 November 2015 and at any adjournment or postponement of that meeting.

Chair of meeting authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the meeting as my/our proxy (or the Chair of the meeting becomes my/our proxy by default) I/we expressly authorise the Chair of the meeting to exercise my/our proxy on Resolutions 1 (except where I have indicated a different voting direction in Section 3 below) even though Resolutions 1 is inclusive are connected directly or indirectly with the remuneration of members of key management personnel, which includes the Chair.

Section 3: Items of Business

I/We direct as follows: Resolution 1 Remuneration Report Resolution 2 Re-election of Mr Eric Jiang Resolution 3 Re-election of Mr Ashley Kelly	For	Against	Abstain

Please note:

• (1) If you have appointed a proxy and do not mark any direction box for an item, your proxy is authorised to vote or abstain from voting on the relevant item in their absolute discretion.

• (2) If you have appointed a proxy and mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

• (3) The Chair of the meeting intends to vote undirected proxies in favour of each item of business. In exception circumstances, the Chair of the meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Section 4: Authorised Signature/s

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Security Holder 1 (Individual) Security Holder 2 (Individual) Security Holder 3 (Individual)
Sole Director and Sole Company Secretary Director Director/Company Secretary (delete one)
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Contact Name Contact daytime telephone
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YOUR VOTE IS IMPORTANT - PLEASE READ THE INFORMATION BELOW

If you are unable to attend the meeting, you are encouraged complete and lodge this form.

Appointing a 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 for that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares 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 of 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 shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of shares for each in Section 2 overleaf.

A proxy need not be a shareholder of the Company.

Signing Instructions

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Please bring this form to assist registration. If a representative of a corporate shareholder 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 Perpetual Consulting Group Pty Ltd, Suite 2, Level 17, 499 St Kilda Road, Melbourne VIC 3004. For your vote to be effective it must be received no later than 11:00am (AEDT) on Wednesday 25 November 2015

Lodging a proxy form

Send completed forms to:

By Fax:	+61 3 9866 7889
By Mail:	Perpetual Consulting Group Pty Ltd, Suite 2, Level 17, 499 St Kilda Road, Melbourne VIC **3004 **
In Person:	Perpetual Consulting Group Pty Ltd, Suite 2, Level 17, 499 St Kilda Road, Melbourne VIC 3004