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DATAWORKS GROUP LIMITED — AGM Information 2021
Oct 24, 2021
64802_rns_2021-10-24_e39f83ce-696a-40b8-86b3-26b017d702a1.pdf
AGM Information
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25[th] October 2021
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2021 AGM Letter to Shareholders, Question Form and Proxy
IXUP Limited (“ IXUP ” or “the Company ”) (ASX:IXU) attaches the following documents in relation to FY2021 Annual General Meeting:
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AGM Letter to Shareholders;
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Question Form; and
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Proxy Form.
This announcement has been approved for release by the Board of IXUP.
-ENDS-
For enquiries regarding this release please contact:
IXUP Investor relations Marcus Gracey Julia Maguire CEO – IXUP Limited Executive Director – The Capital Network [email protected] [email protected] +61 02 8999 3699
About IXUP
IXUP Limited (ASX:IXU) (pronounced ‘eyes up’) is a pioneering technology company that has developed world class software facilitating the secure sharing and analysis of sensitive information using advanced encryption technology. The Company’s Secure Data Engine is the missing ‘key’ to organisations ‘unlocking’ their information assets previously unable to be shared or commercialised due to concerns around privacy, cyber security, and compliance considerations. IXUP’s Secure Data Engine is being commercialised at a crucial junction when the need to share and drive revenue from sensitive data and dormant data assets is becoming more important yet more difficult to achieve.
To learn more, please visit: www.ixup.com. IXUP’s registered address is Level 3, 223 Liverpool Street, Darlinghurst NSW 2010.
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15[th] October 2021
2021 Annual General Meeting (Virtual Meeting)
IXUP Limited (“ IXUP ” or “the Company ”) (ASX:IXU) advises that the 2021 Annual General Meeting (“AGM”) will be held at 1:00pm AEDT on Wednesday, 24 November 2021 as a virtual meeting .
Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the 2021 AGM as a virtual meeting , in a manner that is consistent with the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021.
The online platform will allow you to listen to the proceedings, view the presentations and ask questions of the Board and vote in real-time. Please note that each resolution considered at the Meeting will be determined on a poll.
Notice of AGM
The full Notice of AGM (“Notice of Meeting”) is available:
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at https://investors.ixup.com/Investor-Centre/
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at https://www2.asx.com.au/markets/company/IXU
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by contacting the Company Secretary on [email protected] or +612 8072 1400.
Business and Resolutions at the AGM
The business and resolutions of the AGM, as outlined in the Notice of Meeting, are:
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Financial statements and reports
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Resolution 1 – Adoption of Remuneration Report
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Resolution 2 – Re-election of Mr Dean Joscelyne as Director
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Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities
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Resolution 4 – Ratification of Prior Issue of Advisor Options
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Resolution 5 – Ratification of Prior Issue of Corporate Advisor Options
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Resolution 6 – Approval of Issue of Performance Rights to Tekkorp Capital LLC as nominee for Mr Matt Davey, Strategic Advisor
Virtual Venue and Voting Information
Shareholders may join the online meeting at https://meetings.linkgroup.com/ixu21.
Shareholders attending the meeting virtually will be able to participate in the Meeting:
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by joining the online meeting in real time at https://meetings.linkgroup.com/ixu21;
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by asking questions of the Directors or our external auditor before the Meeting by lodging questions online at https://www.linkmarketservices.com.au/, using the form included with this letter, to the Company Secretary at [email protected] or through the online platform during the Meeting, via telephone for those who have registered, or
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by voting on the resolutions to be considered at the Meeting either by lodging the Voting Form before the Meeting or by direct voting during the online meeting,
or by a combination of these steps.
Your vote is important
The business of the AGM affects your shareholding and your vote is important.
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Voting virtually at the Meeting
Shareholders may join the online meeting at https://meetings.linkgroup.com/ixu21.
Further details of how to join the online meeting, how to ask questions and how to vote are set in the Online Meeting User Guide as Annexure C to the Notice of Meeting, which can also be accessed online on IXUP’s website: https://investors.ixup.com/Investor-Centre/
The Online Meeting Guide includes details of how to ensure your browser is compatible with the online platform, and a step-by-step guide to logging in, navigating the site and asking questions and voting at the meeting.
Voting by proxy
A personalised proxy form has been provided to each shareholder.
To vote by proxy, please use one of the following methods:
| Online | www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form). Please note that the online proxy facility is not suitable for shareholders wishing to appoint two proxies. |
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| Mobile Device |
Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code, you will need a QR code reader application which can be downloaded for free on your mobile device. |
| By post | IXUP Ltd, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia. |
| By fax | +61 2 9287 0309 |
| By hand | Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000 * During business hours (Monday to Friday, 9:00am – 5:00pm) and subject to COVID-19 restrictions. |
A shareholder can appoint a proxy to attend and vote on their behalf, using the proxy form forwarded to each shareholder. A member who is entitled to vote at the meeting may appoint:
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one proxy if the member is only entitled to one vote; or
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two proxies if the member is entitled to more than one vote.
Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one half of the votes, in which case any fraction of votes will be discarded.
A proxy need not be a member of the Company.
A proxy may decide whether to vote on any motion except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as a proxy. If a proxy directs how to vote on an item of business, the proxy may only vote on that item, in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote how he/she thinks fit.
The Constitution provides that where the appointment of a proxy has not identified the person who may exercise it, the appointment will be deemed to be in favour of the Chair of the meeting to which it relates, or to another person as the Board determines.
If a shareholder appoints the Chair of the meeting as the shareholder’s proxy and does not specify how the Chair is to vote on an item of business, the Chair will vote, as a proxy for that shareholder, in favour of the item on a poll.
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If you require an additional proxy form, please contact the Company Share Registry on 1300 554 474, which will supply it on request.
The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Share Registry, Link Market Services Limited, no later than Monday, 22 November 2021 at 1:00pm AEDT (that is, at least 48 hours before the meeting).
Proxies received after this time will not be accepted.
The Chair intends to vote all open proxies in favour of all resolutions, where permitted.
BY ORDER OF THE BOARD
David Franks Joint Company Secretary 15 October 2021
This announcement has been approved for release by the Board of IXUP.
-ENDS-
For enquiries regarding this release please contact:
IXUP Investor relations Marcus Gracey Julia Maguire CEO – IXUP Limited Executive Director – The Capital Network [email protected] [email protected] +61 02 8999 3699
About IXUP
IXUP Limited (ASX:IXU) (pronounced ‘eyes up’) is a pioneering technology company that has developed world class software facilitating the secure sharing and analysis of sensitive information using advanced encryption technology. The Company’s Secure Data Engine is the missing ‘key’ to organisations ‘unlocking’ their information assets previously unable to be shared or commercialised due to concerns around privacy, cyber security, and compliance considerations. IXUP’s Secure Data Engine is being commercialised at a crucial junction when the need to share and drive revenue from sensitive data and dormant data assets is becoming more important yet more difficult to achieve.
To learn more, please visit: www.ixup.com. IXUP’s registered address is Level 3, 223 Liverpool Street, Darlinghurst NSW 2010.
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IXUP LIMITED ACN 612 182 368
LODGE YOUR QUESTIONS
ONLINE
www.linkmarketservices.com.au
BY MAIL IXUP Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000
- ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
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X99999999999 Please use this form to submit any questions about IXUP Limited (“the Company”) that you would like us to respond to at the Company’s 2021 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm on Wednesday, 17 November 2021. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction
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IXUP LIMITED
ACN 612 182 368
LODGE YOUR VOTE
ONLINE
www.linkmarketservices.com.au
BY MAIL IXUP Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000
- ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of IXUP Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 1:00pm (AEDT) on Wednesday, 24 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.linkgroup.com/ixu21 (refer to details in the Virtual Meeting Online Guide). Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of Remuneration Report 5 Ratification of Prior Issue of Corporate Advisor Options 2 Re-election of Mr Dean Joscelyne 6 Approval of Issue of Performance as Director Rights to Tekkorp Capital LLC as nominee for Mr Matt Davey, 3 ASX Listing Rule 7.1A Approval of Strategic Advisor
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3 ASX Listing Rule 7.1A Approval of Future Issue of Securities
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4 Ratification of Prior Issue of Advisor Options
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
IXU PRX2102N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm (AEDT) on Monday, 22 November 2021, being not 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.
APPOINTMENT OF PROXY
Proxy Forms may be lodged using the reply paid envelope or:
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
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ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolution is connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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. BY MAIL IXUP Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must: BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and Level 12 (b) return both forms together. 680 George Street Sydney NSW 2000 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. subject to public health orders and restrictions Joint Holding: where the holding is in more than one name, either shareholder may sign.
QR Code
Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
delivering it to Link Market Services Limited* Level 12
*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.