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DIGITALX LIMITED — AGM Information 2017
Oct 19, 2017
64762_rns_2017-10-19_7eec8190-e5c1-408b-b9f6-19711a0ccf30.pdf
AGM Information
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DIGITALX LTD ABN 59 009 575 035
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
| TIME: | 10:00am WST |
|---|---|
| DATE: | 23 November 2017 |
| PLACE: | Quest West Perth |
| 54 Kings Park Road | |
| West Perth WA 6005 |
Shareholders who are entitled to vote
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4:00pm on 21 November 2017.
YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:
https://digitalx.com/asx-announcements/
NOTICE OF ANNUAL GENERAL MEETING
The 2017 Annual General Meeting of Shareholders ( Annual General Meeting ) of DigitalX Limited ABN 59 009 575 035 ( Company ) is to be held on 23 November 2017 at Quest West Perth, 54 Kings Park Road, West Perth, Western Australia commencing at 10:00am for the purpose of transacting the following business referred to in this Notice of Annual General Meeting ( Notice ).
Terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.
The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 including the Director’s report and the auditor’s report as set out in the Company’s Annual Report for the year ended 30 June 2017.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report for the year ended 30 June 2017.”
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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(b) the voter is the Chair and the appointment of the Chair as proxy:
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(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
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3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR XUE SAMUEL LEE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of clause 9.1(e)(1) of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Xue Samuel Lee, a Director who was appointed casually on 15 September 2017, retires, and being eligible, is elected as a Director.”
4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR PETER RUBINSTEIN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
"“That, for the purpose of clause 9.1(e)(1)of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Peter Rubinstein, a Director who was appointed casually on 15 September 2017, retires, and being eligible, is elected as a Director.”
5. RESOLUTION 4 – ISSUE OF SHARES TO DIRECTOR – MR LEIGH TRAVERS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Shares to Mr Leigh Travers (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Leigh Travers (or his nominee) and any of their associates ( Resolution 5 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 5 Excluded Party, it 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
- (i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:
- (a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
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6. RESOLUTION 5 – ISSUE OF SHARES TO DIRECTOR – MR TOBY HICKS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Shares to Mr Toby Hicks (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Toby Hicks (or his nominee) and any of their associates ( Resolution 6 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 6 Excluded Party, it 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
7. RESOLUTION 6 – ADOPTION OF EMPLOYEE INCENTIVE PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled, Performance Rights and Option Plan, ( Incentive Plan ) and for the issue of securities under that Incentive Plan, on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director except one who is ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
- (a) the proxy is either:
(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
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However, the above prohibition does not apply if:
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(a) the proxy is the Chair; and
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(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
8. RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – MR LEIGH TRAVERS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, subject to the passing of Resolution 7, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue, up to 3,000,000 Performance Rights to Mr Leigh Travers (or his nominee) under the Company’s Incentive Plan in accordance with the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Leigh Travers (or his nominee) and any of their associates ( Resolution 8 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 8 Excluded Party, it 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
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(a) the proxy is either:
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(i) a member of the Key Management Personnel; or
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(ii) a Closely Related Party of such a member; and
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(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:
- (a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Dated 10 October 2017
By order of the Board
==> picture [152 x 39] intentionally omitted <==
Shannon Coates Company Secretary
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How to vote
Shareholders can vote by either:
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attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or
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appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.
Voting in person (or by attorney)
Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Annual General Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.
Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.
Voting by proxy
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A Shareholder who is entitled to attend and cast two or more votes may appoint two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.
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The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies in accordance with section 249X of the Corporations Act (i.e. where there are two proxies, each proxy may exercise half of the votes).
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A proxy need not be a shareholder.
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The proxy can be either an individual or a body corporate.
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If a proxy holder votes, they must cast all directed proxies as directed.
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If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
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Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
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If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
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Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the meeting as their proxy to vote on their behalf, who must vote the proxies as directed.
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Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does the proxy need not vote
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on a show of hands, but if the proxy does so the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands and if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll and must vote that way (i.e. as directed) and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
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Section 250BC of the Corporations Act provides that if an appointment of a proxy specified the way the proxy is to vote on a particular resolution at a meeting of the Company’s members and the appointed proxy is not the Chair of the meeting and at the meeting, a poll is duly demanded on the resolution and either 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 of the meeting.
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To be effective, proxies must be lodged by 10:00am WST on 21 November 2017. Proxies lodged after this time will be invalid.
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Proxies may be lodged using any of the following methods:
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(a) by returning a completed proxy form by post to Computershare Investor Services Pty Limited, GPO BOX 242, Melbourne Victoria 3001, Australia; or
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(b) by fascimile to 1800 783 447 (within Australia) and +61 3 9473 2555 (outside Australia).
For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intensions.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10:00am WST on 21 November 2017. If facsimile transmission is used, the power of attorney must be certified.
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EXPLANATORY STATEMENT
This Explanatory Statement 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 Annual General Meeting.
The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.
1. FINANCIAL STATEMENTS AND REPORTS
The Corporations Act requires the annual financial report, Directors’ report and the auditor’s report to be received and considered at the Annual General Meeting. The first item of the Notice deals with the consolidated annual financial report of the Company for the financial year ended 30 June 2017 together with the Directors’ declaration and report and the auditor’s report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The reports are available on the Company’s website at www.digitalx.com.
No resolution is required to be moved in respect of these reports.
Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.
The Company’s auditor will be present at the Annual General Meeting. The Chair will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:
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the conduct of the audit;
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the preparation and content of the independent audit report;
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the accounting policies adopted by the Company in relation to the preparation of accounts; and
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the independence of the auditor in relation to the conduct of the audit.
In addition to taking questions at the Meeting, written questions to the Chair or to the Company’s auditor may be submitted no later than 5 business days prior to the Meeting.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report
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is part of the directors’ report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2.2
Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.
At the Company’s previous annual general meeting, the votes cast against the remuneration report were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
2.3
Voting restrictions
Shareholders appointing a proxy for this Resolution should note the following:
If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy you must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member) you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, by signing the Proxy Form you expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
If you appoint any other person as your proxy you do not need to direct your proxy how to vote on this Resolution.
3. RESOLUTIONS 2 AND 3 – ELECTION OF DIRECTORS – MR SAM LEE AND MR PETER RUBINSTEIN
3.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.
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Mr Xue Samuel (“Sam”) Lee and Mr Peter Rubinstein have been appointed as Directors of the Company since the last annual general meeting.
Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.
Each of Messrs Lee and Rubinstein, having been appointed by other Directors in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seek election from Shareholders.
Mr Sam Lee
Sam is the founder and CEO of Blockchain Global Limited ( BGL ), a profitable technology company with offices in Melbourne, New York, Shanghai and Dalian. The company's corporate accelerator program has made over a dozen investments in successful start-ups leveraging Blockchain Technology.
Sam has, alongside BGL, founded the Blockchain Centre (a global network of Blockchain knowledge hubs focused on education and awareness) and the Distributed Technologies Institute (industry think-tank and training). He is a frequent speaker, having delivered presentations as a subject matter expert at numerous Blockchain summits, conferences and forums on economic governance. Sam has not previously been a director of any other ASX listed companies.
Mr Peter Rubinstein
Peter has over 20 years’ experience in early stage technology commercialisation through to public listings on the ASX. Moving from Corporate law at Mallesons to in-house counsel and new projects manager at Montech the commercial arm of Monash University, Peter has had significant exposure to the creation, launch and management of a diverse range of technology companies including Biotech, Digital Payments and renewable energy. Peter is the Chairman of EasyPark ANZ an early adopter in the “Smart City” opportunities for digital parking.
Board recommendation
The Board recommends Shareholders vote in favour of these Resolutions.
4. RESOLUTIONS 4 AND 5 – ISSUE OF SHARES TO DIRECTORS
4.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 2,000,000 Shares ( Related Party Shares ) to Mr Leigh Travers and Mr Toby Hicks (or their respective nominees) ( Related Parties ) as follows:
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(a) 1,000,000 Related Party Shares to Mr Travers (or his nominee) (pursuant to Resolution 4); and
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(b) 1,000,000 Related Party Shares to Mr Hicks (or his nominee) (pursuant to Resolution 5).
Mr Travers and Mr Hicks were originally appointed as non-executive directors of the Company in mid-2016. As a result of circumstances at the time around the last annual general meeting, Mr Travers became the Chief Executive Officer and sole executive director, and Mr Hicks assumed the Chair of the Company. Since
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that time, they have worked to re-establish the Company’s presence in the Blockchain and cryptocurrency market by:
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(a) reducing the monthly costs of the Company during periods of low working capital;
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(b) focussing efforts on the completion of AirPocket as a viable demonstration of the Company’s capabilities to deliver Blockchain based products;
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(c) securing the short term funding through the convertible notes to ensure the Company could continue as a going concern; and
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(d) negotiating and finalising the introduction of Blockchain Global Limited as a cornerstone investor in the Company and completing the placement of approximately $4.3 million in funding, enabling the Company to refocus on its core objectives as announced to ASX on 16 August 2017.
During this period, Mr Travers and Mr Hicks have also agreed to the reduction of their salaries (in the case of Mr Travers) or the deferral of Director’s fees (for Mr Hicks) to ensure that the funds of the Company were able to be deployed in keeping the Company operating.
The issue of the Related Party Shares therefore is intended as a recognition of the contribution of Mr Travers and Mr Hicks during this period.
4.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
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(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
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(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of the Related Party Shares constitutes giving a financial benefit and Messrs Travers and Hicks are related parties of the Company by virtue of being Directors.
In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Shares to the Related Parties.
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4.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)
Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Shares:
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(a) the related parties are Messrs Travers and Hicks and they are related parties by virtue of being Directors;
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(b) the maximum number of Related Party Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
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(i) 1,000,000 Related Party Shares to Mr Travers (Resolution 4); and (ii) 1,000,000 Related Party Shares to Mr Hicks (Resolution 5).
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(c) the Related Party Shares will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Shares will be issued on one date;
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(d) the Related Party Shares will be granted for nil cash consideration, accordingly no funds will be raised;
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(e) the Related Party Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
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(f) the value of the Related Party Shares is $55,000 based on a deemed issue price of $0.055 being the price of Shares as at 10 October 2017;
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(g) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:
| Related Party | Shares | Options |
|---|---|---|
| Leigh Travers | 1,311,111 | 250,0001 |
| Toby Hicks2 | 300,000 | 150,0001 |
1 Options exercisable at $0.08 each on or before 10 February 2018.
2 Held indirectly by Emboodhu Pty Ltd (of which Mr Hicks is a director) as trustee for the TA and EL Hicks Family Trust (of which Mr Hicks is a beneficiary).
- (h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:
| Related Party | Current Financial Year |
Financial Year Ended 30 June 2017 |
|---|---|---|
| Leigh Travers | US$150,000 | US$116,476 |
| Toby Hicks | US$30,000 | US$41,445 |
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(i) if Resolutions 5 and 6 are approved a total of 2,000,000 Shares will be issued. This will increase the number of Shares on issue from 407,362,170 to 409,362,170 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.49%, comprising 0.24% by Mr Travers and 0.24% by Mr Hicks.
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(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:
| Price | Date | |
|---|---|---|
| Highest | $0.11 | 30 August 2017 |
| Lowest | $0.02 | 30 and 31 May 2017 and 1 June 2017 |
| Last | $0.055 | 10 October 2017 |
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(k) the Board acknowledges the grant of Related Party Shares to Mr Hicks is contrary to Recommendation 8.2 of The Corporate Governance Principles and Recommendations with 2014 Amendments (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Shares to the Related Parties is reasonable in the circumstances for the reason set out in paragraph (m);
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(l) the primary purpose of the grant of the Related Party Shares to the Related Parties is to recognise contributions made as set out in Section 5.1 above;
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(m) Mr Travers declines to make a recommendation to Shareholders in relation to Resolution 4 due to Mr Travers’ material personal interest in the outcome of the Resolution on the basis that Mr Travers is to be granted Related Party Shares in the Company should Resolution 4 be passed. However, in respect of Resolution 5, Mr Travers recommends that Shareholders vote in favour of the Resolution for the following reasons:
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(i) the contribution of Mr Hicks as an experienced legal and governance adviser over the past 12 months has been important to the overall management of the Company during that period;
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(ii) the grant of the Related Party Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
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(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Shares upon the terms proposed;
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(n) Mr Hicks declines to make a recommendation to Shareholders in relation to Resolution 5 due to Mr Hicks’ material personal interest in the outcome of the Resolution on the basis that Mr Hicks is to be granted Related Party Shares in the Company should Resolution 5 be passed. However, in respect of Resolution 4, Mr Hicks recommends that Shareholders vote in favour of the Resolutions for the reasons set out in paragraph (m)(ii) and (iii), and in addition notes the important role that Mr Travers has played in securing funding for the Company;
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(o) with the exception of Mr Travers and Mr Hicks, no other Director has a personal interest in the outcome of Resolutions 4 and 5 and the Board (other than Mr Travers with respect to Resolution 4 and Mr Hicks with respect to Resolution 5) recommends that Shareholders vote in favour of Resolutions 4 and 5 for the reasons set out in paragraph (m);
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(p) in forming their recommendations, each Director considered the role each of Mr Travers and Mr Hicks played in managing the Company over the previous 12 months as well as the price of Shares; and
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(q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 4 and 5.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
5. RESOLUTION 6 – ADOPTION OF EMPLOYEE INCENTIVE OPTION PLAN
Resolution 6 seeks Shareholder approval to enable the Company to issue Performance Rights and Options under the employee incentive scheme titled “Performance Rights and Option Plan” ( Incentive Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).
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. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.
If Resolution 6 is passed, the Company will be able to issue Performance Rights or Options under the Incentive Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12-month period.
Shareholders should note that no Performance Rights or Options (collectively referred to as an Award for the purposes of the Incentive Plan) have previously been issued under this Incentive Plan.
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The objective of the Incentive Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Incentive Plan and the future issue of Performance Rights or Options under the Incentive Plan will provide selected employees with the opportunity to participate in the future growth of the Company.
Any future issues of Performance Rights or Options under the Incentive Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolution 7 for the issue of Performance Rights to Mr Leigh Travers pursuant to the Incentive Plan.
A summary of the key terms and conditions of the Incentive Plan is set out in Schedule 1. In addition, a copy of the Incentive Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Incentive Plan can also be sent to Shareholders upon request to the Company Secretary by e-mail to [email protected]. Shareholders are invited to contact the Company if they have any queries or concerns.
6. RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – MR LEIGH TRAVERS
6.1 General
The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Incentive Plan (refer to Resolution 6), to issue up to a maximum of 3,000,000 Performance Rights to Leigh Travers as follows:
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(a) 1,000,000 Tranche 1 Performance Rights;
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(b) 1,000,000 Tranche 2 Performance Rights; and
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(c) 1,000,000 Tranche 3 Performance Rights.
Mr Travers is a related party of the Company by virtue of being a Director.
The Board considers the granting of the Performance Rights to be a cost-effective reward for the Company to make to appropriately incentivise the continued performance of Mr Travers and is consistent with the strategic goals and targets of the Company.
Each tranche of Performance Rights will vest upon satisfaction of the following milestones:
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(a) Tranche 1 Performance Rights: the Company successfully completing its engagement as corporate adviser in relation to five initial coin offerings within the 2018 Financial Year, including the payment of all fees owing to the Company under each engagement;
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(b) Tranche 2 Performance Rights: the Company generating gross revenues of not less than $5 million from its operations over the 2018 Financial Year; and
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- (c) Tranche 3 Performance Rights: the Company’s 5 day volume weighted average price ( VWAP ) being greater than $0.10 per Share at any time subsequent to the date of the grant during the 2018 Financial Year.
As at the date of this Notice of Meeting, the Company has successfully completed one engagement as corporate adviser to the Bankera ICO, previously announced to ASX, and is acting as the corporate adviser to the current Etherparty ICO.
Resolution 7 is subject to and conditional upon the passing of Resolution 6.
Resolution 7 seeks Shareholder approval for the issue of up to 3,000,000 Performance Rights (being 1,000,000 Tranche 1 Performance Rights, 1,000,000 Tranche 2 Performance Rights and 1,000,000 Tranche 3 Performance Rights) to Leigh Travers.
6.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
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(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
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(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of the Performance Rights constitutes the giving of a financial benefit and Mr Travers is a related party of the Company by virtue of being a Director.
In addition, ASX Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.
The Directors (other than Mr Travers who has a material personal interest in Resolution 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Performance Rights because the agreement to grant the Related Party Performance Rights, reached as part of the remuneration package for the Related Parties, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
6.3 Information required pursuant to ASX Listing Rule 10.15
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of the Related Party Performance Rights:
- (a) Mr Travers is a related party of the Company by virtue of being a director;
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(b) the maximum number of Performance Rights (being the nature of the financial benefit being provided) to be granted to Mr Travers is 3,000,000 (comprising 1,000,000 Tranche 1 Performance Rights, 1,000,000 Tranche 2 Performance Rights and 1,000,000 Tranche 3 Performance Rights;
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(c) the Performance Rights will be granted for nil cash consideration, accordingly, no funds will be raised;
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(d) no Performance Rights have previously been issued under the Incentive Plan nor has the Plan previously been adopted by Shareholders;
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(e) all Directors are entitled to participate in the Plan, however, at the current time, the Company only intends to make an offer to Mr Travers. Accordingly, approval is being sought only for the offer to Mr Travers;
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(f) no loans are being provided in connection with the issue of the Performance Rights;
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(g) the Performance Rights will be granted to Mr Travers no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that the Performance Rights will be issued on one date; and
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(h) the Performance Rights will be issued on the terms and conditions of the Incentive Plan (refer to Schedule 1) and will be subject to the vesting conditions set out in section 8.1 above.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Performance Rights to Mr Travers as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Performance Rights will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
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GLOSSARY
$ means Australian dollars.
10% Placement Capacity has the meaning given in Section 4.1.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means DigitalX Ltd (ACN 009 575 035).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Entity means an entity that, at the date of the relevant general meeting:
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(a) is not included in the S&P/ASX 300 Index; and
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(b) has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of less than $300,000,000.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
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Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a share.
Ordinary Securities has the meaning set out in the ASX Listing Rules.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2017.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).
WST means Western Standard Time as observed in Perth, Western Australia.
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SCHEDULE 1 – SUMMARY OF INCENTIVE PLAN
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(a) Eligibility : Participants in the Incentive Plan may be:
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(i) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company );
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(ii) a full or part time employee of any Group Company;
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(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or
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(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,
who is declared by the Board to be eligible to receive grants of Awards under the Incentive Plan ( Eligible Participants ).
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(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Awards, upon the terms set out in the Incentive Plan and upon such additional terms and conditions as the Board determines ( Offer ).
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(c) Incentive Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
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(d) Issue price: Unless the Awards are quoted on the ASX, Awards issued under the Incentive Plan will be issued for no more than nominal cash consideration.
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(e) Vesting Conditions: An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards ( Vesting Conditions ).
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(f) Vesting : The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Incentive Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:
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(i) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:
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(A) a Relevant Person ceasing to be an Eligible Participant due to:
- (I) death or total or permanent disability of a Relevant Person; or
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- (II) retirement or redundancy of a Relevant Person;
- (B) a Relevant Person suffering severe financial hardship;
- (C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or
- (D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the Relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or
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(ii) a change of control occurring; or
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(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
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(g) Lapse of an Award : An Award will lapse upon the earlier to occur of:
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(i) an unauthorised dealing, or hedging of, the Award occurring;
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(ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Award;
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(iii) in respect of unvested Awards only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
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(iv) in respect of vested Awards only, a relevant person ceases to be an Eligible Participant and the Award granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;
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(v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
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(vi) a winding up resolution or order is made; (vii) the expiry date of the Award.
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(h) Shares : Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on equal terms with all other Shares on issue.
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(i) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Awards up to a maximum of five (5) years from the grant date of the Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.
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(j) No Participation Rights : There are no participating rights or entitlements inherent in the Awards and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards.
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(k) Change in exercise price of number of underlying securities : Unless specified in the offer of the Awards and subject to compliance with the ASX Listing Rules, an Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.
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(l) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Award are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
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(m) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Incentive Plan to effect the establishment of such a trust and the appointment of such a trustee.
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Digitalx Ltd ABN 59 009 575 035
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Lodge your vote:
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
XX
For your vote to be effective it must be received by 10:00am (WST) Tuesday, 21 November 2017
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
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 or abstain as they choose (to the extent permitted by law). 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. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions
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 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. Delete titles as applicable.
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 Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
Turn over to complete the form
View the annual report 24 hours a day, 7 days a week: www.digitalx.com
Your secure access information is:
To view and update your securityholding:
SRN/HIN:
www.investorcentre.com
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
Samples/000001/000001/i12
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. I ND
Proxy Form
Appoint a Proxy to Vote on Your Behalf
Please mark to indicate your directions
XX
I/We being a member/s of DigitalX Ltd hereby appoint
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the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting 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, 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 to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of DigitalX Ltd to be held at Quest West Perth, 54 Kings Park Road, West Perth, Western Australia on Thursday, 23 November 2017 at 10:00am (WST ) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolution : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 4-7 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 4-7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 4-7 by marking the appropriate box in step 2 below.
Items of Business
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 a poll and your votes will not be counted in computing the required majority.
| For | Again | st Abstain |
|||
|---|---|---|---|---|---|
| Resolution | 1 | Adoption of Remuneration Report | |||
| Resolution | 2 | Election of Director - Mr Xue Samuel Lee | |||
| Resolution | 3 | Election of Director - Mr Peter Rubinstein | |||
| Resolution | 4 | Issue of Shares to Director – Mr Leigh Travers | |||
| Resolution | 5 | Issue of Shares to Director – Mr Toby Hicks | |||
| Resolution | 6 | Adoption of Employee Incentive Plan | |||
| Resolution | 7 | Issue of Performance Rights to Director – Mr Leigh Travers |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
SIGN
Signature of Securityholder(s) This section must be completed.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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D C C
9 9 9 9 9 9 A