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ENERGY ACTION LIMITED — Proxy Solicitation & Information Statement 2024
May 23, 2024
64812_rns_2024-05-23_cf30a779-c1cb-4eba-8145-1162dbb311f1.pdf
Proxy Solicitation & Information Statement
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ENERGY ACTION LIMITED
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ACN 137 363 636
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that an Extraordinary General Meeting ( EGM or Meeting ) of shareholders ( Shareholders ) of Energy Action Limited ( Energy Action or the Company ) will be held:
Date: 26 June 2024 Time: 10.00am (Sydney time) Venue: Suite 2, Level 19, 88 Phillip Street, Sydney NSW 2000
The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the EGM. The Explanatory Memorandum, the Entitlement to Attend and Vote Section and the Proxy Form are part of this Notice of Meeting.
The business of the Meeting is as follows:
ITEMS FOR APPROVAL
Resolution 1: Approval of the proposed issue of ordinary shares to Bruce Macfarlane
To consider and if thought fit, pass the following resolution as an ordinary resolution :
“ That, the issue of up to 3,336,428 Shares to Bruce Macfarlane in respect of the Macfarlane Debt Conversion, details of which are set out in the Explanatory Memorandum, be approved for the purposes of ASX Listing Rule 10.11 and for all other purposes .”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of:
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Bruce Macfarlane or any associate of Bruce Macfarlane; and
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any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).
However, this does not apply to a vote cast in favour of a resolution by:
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(a) a person as proxy or attorney for a Shareholder who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
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(b) the Chairman as proxy or attorney for a Shareholder who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
Resolution 2: Approval of the proposed issue of ordinary shares to Derek Myers
To consider and if thought fit, pass the following resolution as an ordinary resolution :
“ That, the issue of up to 512,480 Shares to Derek Myers in respect of the Myers Debt Conversion, details of which are set out in the Explanatory Memorandum, be approved for the purposes of ASX Listing Rule 10.11 and for all other purposes .”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of:
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Derek Myers or any associate of Derek Myers; and
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any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).
However, this does not apply to a vote cast in favour of a resolution by:
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(a) a person as proxy or attorney for a Shareholder who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
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(b) the Chairman as proxy or attorney for a Shareholder who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Further information in relation to these Resolutions is set out in the Explanatory Memorandum below .
By order of the Board
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Mr Dray Andrea
Company Secretary
24 May 2024
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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ALL RESOLUTIONS BY POLL
In accordance with the Corporations Act, each of the proposed Resolutions at this Meeting will be conducted by a poll.
ENTITLEMENT TO ATTEND AND VOTE
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Sydney time) on 24 June 2024 will be entitled to attend and vote at the EGM as a shareholder.
If more than one joint holder of shares is present at the EGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first in the Company’s share register will be accepted, to the exclusion of the other joint holder or holders.
Appointment of Proxy
If you are a shareholder entitled to attend and vote at the EGM, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the EGM.
A proxy need not be a shareholder of the Company.
A shareholder may appoint up to two proxies to attend and vote at the EGM on that shareholder’s behalf and the appointment may specify the proportion or number of votes each proxy may exercise at the EGM. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes. A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution.
To be effective, the proxy form (and, if the appointment is signed or authenticated by the shareholder’s attorney, the authority under which it was signed or authenticated or a certified copy of the authority) must be received at the Share Registry of the Company no later than 10.00am (Sydney time) on 24 June 2024 (being 48 hours before the EGM). Proxies must be received before that time by one of the following methods:
Online (preferred): www.linkmarketservices.com.au
BY MAIL : Energy Action Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX : 02 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia) BY HAND : Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Sydney NSW 2150
*During business hours Monday to Friday (9:00am to 5:00pm).
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.
ALL ENQUIRIES TO:
Telephone: 1300 554 474 (within Australia) or +61 1300 554 474 (outside Australia).
Power of Attorney
A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10.00am (Sydney time) on 24 June 2024 (being 48 hours before the EGM).
Corporate Representatives
A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the EGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the EGM a properly executed letter or other document confirming its authority to act as the body corporate’s representative. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at: https://www.linkmarketservices.com.au/corporate/resources/forms.
SHAREHOLDER QUESTIONS – SUBMITTED PRIOR TO THE MEETING
Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Please log onto https://investorcentre.linkgroup.com/Login select ‘Voting’ then click ‘Ask a Question’.
This includes any questions for the Chairman.
To allow time to collate questions and prepare answers, please submit any questions by 5:00pm (Sydney time) on 24 June 2024.
Questions will be collated and, during the EGM, the Chairman will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the EGM to address all topics raised. Please note that individual responses will not be sent to shareholders.
CONDUCT OF MEETING
Energy Action is committed to ensuring that its shareholder meetings are conducted in a manner which provides those shareholders (or their proxy holders) who attend the meeting with the opportunity to participate in the business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about the Company generally. Energy Action will not allow conduct at any shareholder meeting which is discourteous to those who are present at the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chairman of the Meeting will exercise his powers as the Chairman to ensure that the meeting is conducted in an orderly and timely fashion, in the interests of all attending shareholders.
ENCLOSURES
Enclosed are the following documents:
- proxy form to be completed if you would like to be represented at the EGM by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Energy Action’s share registry’s website at https://investorcentre.linkgroup.com/Login to ensure the timely and cost-effective receipt of your proxy; and
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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- a reply-paid envelope for you to return the proxy form.
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in relation to the business to be conducted at the Company’s EGM to be held on 26 June 2024.
The purpose of the Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the Resolutions.
Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions.
The Chair of the Meeting intends to vote all available undirected proxies in favour of each Resolution .
Resolutions 1 and 2 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the Resolutions.
Overview of ASX Listing Rule 10.11
ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
| 10.11.1 | a related party; |
|---|---|
| 10.11.2 | a person who is, or was at any time in the 6 months before the issue or agreement, a |
| substantial (30%+) holder in the company; | |
| 10.11.3 | a person who is, or was at any time in the 6 months before the issue or agreement, a |
| substantial (10%+) holder in the company and who has nominated a director to the | |
| board of the company pursuant to a relevant agreement which gives them a right or | |
| expectation to do so; | |
| 10.11.4 | an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or |
| 10.11.5 | a person whose relationship with the company or a person referred to in Listing Rules |
| 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be | |
| approved by its shareholders, |
unless it obtains shareholder approval.
Resolution 1: Approval of the proposed issue of ordinary shares to Bruce Macfarlane
This Resolution 1 seeks Shareholder approval to issue up to 3,336,428 Shares to Bruce Macfarlane ( Macfarlane Shares ).
The Directors of the Company consider that the issue of the Macfarlane Shares to Mr Macfarlane falls within Listing Rule 10.11 as Mr Macfarlane is considered a related party of the Company as an executive director of the Company.
In addition, subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. If Shareholder approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), the Company may issue the Macfarlane Shares without using up the Company’s 15% placement capacity under Listing Rule 7.1.
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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Information required by Listing Rule 10.13
Under ASX Listing Rule 10.13, the following information must be provided to Shareholders in advance of seeking Shareholder approval under ASX Listing Rule 10.11 with respect to the issue of the Macfarlane Shares:
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(a) The Macfarlane Shares will be issued to Bruce Macfarlane;
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(b) Mr Macfarlane falls within ASX Listing Rule 10.11.1, as he is a related party of the Company (as an executive director).
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(c) The maximum number of fully paid ordinary shares to be issued to Mr Macfarlane is 3,336,428.
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(d) The Macfarlane Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue.
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(e) The Macfarlane Shares will be issued no later than one month after the date of the EGM (or such longer period of time as ASX may in its discretion allow).
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(f) The Macfarlane Shares will be issued at A$0.20 per Share, being the price per Share applicable to all Shares pursuant to the Entitlement Offer which closed on 6 May 2024.
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(g) The issue of the Macfarlane Shares is to extinguish the Macfarlane Debt owed by the Company to Mr Macfarlane pursuant to facility agreement dated 31 January 2022 ( Macfarlane Facility Agreement ) pursuant to which Mr Macfarlane loaned to the Company an amount of A$500,000 at a capitalised interest rate of 12% per annum.
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(h) The Macfarlane Shares will be issued pursuant to the terms of the Macfarlane Subordinated Debt Conversion Letter to be executed on or about 1 June 2024.
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(i) Under the terms of the Macfarlane Subordinated Debt Conversion Letter, the Company has agreed to allot such number of Shares calculated by dividing the principal and interest outstanding under the Macfarlane Facility Agreement on the Conversion Date ( Macfarlane Debt Conversion ).
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(ii) The principal and interest outstanding under the Macfarlane Facility Agreement is, up to and including the date of this Meeting, $667,285.63 ( Macfarlane Debt ).
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(iii) The issue of the Macfarlane Shares is conditional on the Company obtaining shareholder approval to issue the Macfarlane Shares to Mr Macfarlane for the purposes of ASX Listing Rule 10.11 on or before 30 June 2024. If Resolution 1 is passed by the Shareholders at the Meeting, this condition precedent will be satisfied.
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(i) The proposed issue of the Macfarlane Shares is not intended to remunerate or incentivise Mr Macfarlane in his position as an executive director.
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(j) A voting exclusion statement is included in the Notice for Resolution 1.
If Resolution 1 is passed , the Company will be able to proceed with the issue of the Macfarlane Shares to Mr Macfarlane, and extinguish the Macfarlane Debt.
If Resolution 1 is not passed the Company will not be able to proceed with the issue of the Macfarlane Shares to Mr Macfarlane and the Macfarlane Debt will remain owing by the Company to Mr Macfarlane.
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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Directors’ Recommendation
For the reasons set out above, the Directors, with Bruce Macfarlane abstaining, unanimously recommend Shareholders vote in favour of Resolution 1 .
Resolution 2: Approval of the proposed issue of ordinary shares to Derek Myers
This Resolution 2 seeks Shareholder approval to issue up to 512,480 Shares to Derek Myers ( Myers Shares ).
The Directors of the Company consider that the issue of the Myers Shares to Mr Myers falls within Listing Rule 10.11 as Mr Myers is considered a related party of the Company as a non-executive director of the Company.
In addition, subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. If Shareholder approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2, exception 14, the Company may issue the Myers Shares without using up the Company’s 15% placement capacity under Listing Rule 7.1.
Information required by Listing Rule 10.13
Under ASX Listing Rule 10.13, the following information must be provided to Shareholders in advance of seeking Shareholder approval under ASX Listing Rule 10.11 with respect to the issue of the Myers Shares:
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(a) The Myers Shares will be issued to Derek Myers.
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(b) Mr Myers falls within ASX Listing Rule 10.11.1, as he is a related party of the Company (as a non-executive director).
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(c) The maximum number of fully paid ordinary shares to be issued to Mr Myers is 512,480.
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(d) The Myers Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue.
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(e) The Myers Shares will be issued no later than one month after the date of the EGM (or such longer period of time as ASX may in its discretion allow).
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(f) The Myers Shares will be issued at A$0.20 per Share, being the price per Share applicable to all Shares pursuant to the Entitlement Offer which closed on 6 May 2024.
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(g) The issue of the Myers Shares is to extinguish the Myers Debt owed by the Company to Mr Myers pursuant to facility advanced on or about 12 April 2024 ( Myers Facility Agreement ) pursuant to which Mr Myers loaned to the Company an amount of A$100,000 at a capitalised interest rate of 12% per annum.
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(h) The Myers Shares will be issued pursuant to the terms of the Myers Subordinated Debt Conversion Letter to be executed on or about 1 June 2024.
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(i) Under the terms of the Myers Subordinated Debt Conversion Letter, the Company has agreed to allot such number of Shares calculated by dividing the principal and interest outstanding under the Myers Facility Agreement on the Conversion Date ( Myers Debt Conversion ).
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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(ii) The principal and interest outstanding under the Myers Facility Agreement up to and including the date of this Meeting, is $102,495.99 ( Myers Debt ).
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(iii) The issue of the Myers Shares is conditional on the Company obtaining shareholder approval to issue the Macfarlane Shares to Mr Myers for the purposes of ASX Listing Rule 10.11 on or before 30 June 2024. If Resolution 2 is passed by the Shareholders at the Meeting, this condition precedent will be satisfied.
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(i) The proposed issue of the Myers Shares is not intended to remunerate or incentivise Mr Myers in his position as an executive director.
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(j)
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A voting exclusion statement is included in the Notice for Resolution 2.
If Resolution 2 is passed , the Company will be able to proceed with the issue of the Myers Shares to Mr Myers, and extinguish the Myers Debt.
If Resolution 2 is not passed the Company will not be able to proceed with the issue of the Myers Shares to Mr Myers and the Myers Debt will remain owing by the Company to Mr Myers.
Directors’ Recommendation
For the reasons set out above, the Directors, with Derek Myers abstaining, unanimously recommend Shareholders vote in favour of Resolution 2 .
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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Definitions
| Definitions | |
|---|---|
| ASX | means ASX Limited (ABN 98 008 624 691) or the securities market it operates, as the context requires. |
| Associate | has the meaning given to it in the Corporations Act. |
| Board | means the board of Directors of the Company. |
| Chair | means the chair of the EGM elected from to time. |
| Company or Energy Action | means Energy Action Limited (ACN 137 363 636). |
| Conversion Date | means the date on which: • the Macfarlane Debt Conversion occurs; and • the Myers Debt Conversion occurs. |
| Corporations Act | means the_Corporations Act 2001_(Cth). |
| Directors | means the directors of the Company from time to time. |
| EGM | means the extraordinary general meeting of the Shareholders. |
| Entitlement Offer | means the non-renounceable non-accelerated pro-rata entitlement offer of Shares announced by the Company with ASX on 16 April 2024. |
| Explanatory Memorandum | means the explanatory memorandum that forms part of this Notice of Meeting. |
| Listing Rules | means the official Listing Rules of the ASX as amended from time to time. |
| Notice of Meeting | means the notice of extraordinary general meeting. |
| Macfarlane Facility Agreement | means the facility agreement between Mr Bruce Macfarlane and the Company dated 31 January 2022. |
| Macfarlane Debt | means the principal and interest owed under the Macfarlane Facility Agreement, as at the date of this Meeting being $667,285.63. |
| Macfarlane Debt Conversion | means the conversion of the Macfarlane Debt into the Macfarlane Shares pursuant to the terms of the Macfarlane Subordinated Debt Conversion Letter. |
| Macfarlane Shares | means up to 3,336,428 Shares proposed to be issued to Mr Bruce Macfarlane. |
| Macfarlane Subordinated Debt Conversion Letter |
means the letter to be dated on or about 1 June 2024 pursuant to which the Company agreed to issue the Macfarlane Shares. |
| Macfarlane Shareholder Approval Condition |
means the condition precedent to the issue of the Macfarlane Shares under the Myers Subordinated Debt Conversion Letter, requiring Shareholder approval under Listing Rule 10.11. |
| Myers Facility Agreement | means the facility agreement between Mr Derek Myers and the Company dated advanced on or about 12 April 2024. |
| Myers Debt | means the principal and interest owed under the Myers Facility Agreement, as at the date of this Meeting being $102,495.99. |
| Myers Debt Conversion | means the conversion of the Myers Debt into the Myers Shares pursuant to the terms of the Myers Subordinated Debt Conversion Letter. |
| Myers Shares | means up to 512,480 Shares proposed to be issued to Mr Derek Myers. |
| Myers Subordinated Debt Conversion Letter |
means the letter to be dated on or about 1 June 2024 pursuant to which the Company agreed to issue the Myers Shares. |
| Myers Shareholder Approval Condition |
means the condition precedent to the issue of the Myers Shares under the Myers Subordinated Debt Conversion Letter, requiring Shareholder approval under Listing Rule 10.11. |
| Resolutions | means the resolutions proposed in this Notice. |
| Shareholder | means a holder of Shares in the Company. |
| Shares | means fully paid ordinary shares in capital of the Company. |
Energy Action Ltd | Level 5, 56 Station Street, Parramatta NSW 2150 Tel: 1300 553 551 | [email protected] | www.energyaction.com.au | ABN: 137 363 636
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Energy Action Limited
ACN 137 363 636
LODGE YOUR VOTE
ONLINE https://investorcentre.linkgroup.com
BY MAIL Energy Action 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 Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Energy Action Limited and entitled to participate in and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy 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 Extraordinary General Meeting of the Company to be held at 10:00am (Sydney time) on Wednesday, 26 June 2024 at Suite 2, Level 19, 88 Phillip Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1 & 2: 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 Resolutions 1 & 2. 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 * 1 Approval of the proposed issue of ordinary shares to Bruce Macfarlane 2 Approval of the proposed issue of ordinary shares to Derek Myers
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) 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).
EAX PRX2401C
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 10:00am (Sydney time) on Monday, 24 June 2024, 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.
ONLINE
https://investorcentre.linkgroup.com
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 Meeting will be voted according to the instructions set out in this Proxy Form.
BY MOBILE DEVICE
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 https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the https://investorcentre.linkgroup.com boxes opposite each item of business. All your shares will be voted in into your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. 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 APPOINTMENT OF A SECOND PROXY Energy Action Limited You are entitled to appoint up to two persons as proxies to participate in C/- Link Market Services Limited the Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your BY HAND votes. Fractions of votes will be disregarded; and (b) return both forms together. Parramatta Square Level 22, Tower 6 SIGNING INSTRUCTIONS 10 Darcy Street You must sign this form as follows in the spaces provided: Parramatta NSW 2150 Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. 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.
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* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150
*During business hours Monday to Friday (9:00am - 5:00pm)
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 participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.