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EPX LIMITED — AGM Information 2021
Nov 14, 2021
64865_rns_2021-11-14_9f24b840-1b05-4da5-b982-53c77e14d765.pdf
AGM Information
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Notice of Annual General Meeting and Explanatory Memorandum
EP&T Global Limited ACN 645 144 314
Date: 15 December 2021 Time: 4.00pm (AEDT) Place: Online at https://web.lumiagm.com/380894521
NOTICE OF 2021 ANNUAL GENERAL MEETING
Notice is given that the 2021 Annual General Meeting of EP&T Global Limited ACN 645 144 314 (the Company ) will be held at online at https://web.lumiagm.com/380894521 on 15 December 2021 at 4.00pm (AEDT)
BUSINESS OF THE MEETING
Shareholders are invited to consider the following items of business at the Annual General Meeting:
Ordinary Business
FINANCIAL AND RELATED REPORTS
| Agenda Item | Financial and Related Reports |
|---|---|
| Description | To receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2021. |
ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)
| Resolution 1 | Adoption of Remuneration Report (non-binding vote) |
|---|---|
| Description | Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2021 Annual Report and is available from the Company's website (www.eptglobal.com/investor-centre). In accordance with section 250R of the Corporations Act, the vote on this Resolution will be advisory only and will not bind the Directors or the Company. |
| Resolution (Advisory) |
To consider and, if thought fit, pass the following Resolution as anadvisory resolution: “THATthe Remuneration Report of the Company and its controlled entities for the year ended 30 June 2021 be adopted.” |
| Voting Exclusion | The Company will disregard any votes cast on this Resolution: • by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year ended 30 June 2021, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast; and • as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party. However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this Resolution: • in accordance with the directions of how to vote on the Proxy Form; or • by the Chairman pursuant to an express authorisation on the Proxy Form. |
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RE-ELECTION OF DIRECTOR
| Resolution 2 | Re-election of Mr John Balassis as Director |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: "THATMr John Balassis, who retires as a Director of the Company in accordance with ASX Listing Rule 14.4 and clause 47(c) of the Constitution and, being eligible, offers himself for re- election, be re-elected as a Director of the Company." |
APPOINTMENT OF AUDITOR
| Resolution 3 | Appointment of Auditor |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, in accordance with section 327B(1) of the Corporations Act 2001 (Cth) and for all other purposes, Grant Thornton Australia, having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of the Company.” |
RATIFICATION OF SHARES ISSUED UNDER THE UNCONDITIONAL PLACEMENT
| Resolution 4 | Ratification of Unconditional Placement Shares |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and ratify the issue of 27,869,925 Shares on 10 November 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of Shares or their Associates. However, this does not apply to a vote cast in favour of the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
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APPROVAL OF DIRECTOR PARTICIPATION IN THE DIRECTOR CONDITIONAL PLACEMENT
Note: Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the Director Conditional Placement and the Non-Related Party Conditional Placement will not proceed.
| Resolution 5 | Issue of Shares to Mr Jonathan Sweeney under the Director Conditional Placement |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 100,000 Shares to Mr Jonathan Sweeney, Chairman of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Jonathan Sweeney or any associate of Mr Jonathan Sweeney. However, this does not apply to a vote cast in favour of the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
| Resolution 6 | Issue of Shares to Mr John Balassis under the Director Conditional Placement |
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 500,000 Shares to Mr John Balassis, Non-Executive Director of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
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| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr John Balassis or any associate of Mr John Balassis. However, this does not apply to a vote cast in favour of the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
|---|---|
| Resolution 7 | Issue of Shares to Mr Keith Gunaratne under the Director Conditional Placement |
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 13,172,352 Shares to Mr Keith Gunaratne, Executive Director of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Keith Gunaratne or any associate of Mr Keith Gunaratne. However, this does not apply to a vote cast in favour of the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
| Resolution 8 | Issue of Shares to Mr Victor van Bommel under the Director Conditional Placement |
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 1,000,000 Shares to Mr Victor van Bommel, Non-Executive Director of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
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| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Victor van Bommel or any associate of Mr Victor van Bommel. However, this does not apply to a vote cast in favour of the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
|---|---|
APPROVAL OF ISSUE OF SHARES UNDER THE NON-RELATED PARTY CONDITIONAL PLACEMENT
Note: Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the Director Conditional Placement and the Non-Related Party Conditional Placement will not proceed.
| Resolution 9 | Issue of Shares under the Non-Related Party Conditional Placement |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the issue of 12,357,723 Shares, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by any person who participated in the Non-Related Party Conditional Placement, or any Associates of any person who participated. However, this does not apply to a vote cast in favour of the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
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APPROVAL OF 10% PLACEMENT CAPACITY
| Resolution 10 | Approval of 10% Placement Capacity |
|---|---|
| Resolution (Special) |
To consider and, if thought fit, pass the following Resolution as aspecial resolution: “THATfor the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an additional 10% of its issued equity securities by way of placements over a 12-month period, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (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 the Resolution by: (a) A person as proxy or attorney for a person 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; or (b) The Chairman as proxy or attorney for a person 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 (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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Under ASX Listing Rule 14.11.1 and the notes under that rule about Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded from voting. |
Dated: 15 November 2021
By order of the Board of EP&T Global Limited
Laura Newell Company Secretary
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QUESTIONS FROM SHAREHOLDERS
In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, Grant Thornton Australia, in relation to the conduct of the external audit for the year ended 30 June 2021, or the content of its audit report. Please send your questions to:
The Company Secretary, EP&T Global Limited, at BoardRoom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 E. [email protected]
Written questions must be received by no later than 5.00 pm (AEDT) on 8 December 2021.
Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.
In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Remuneration Report.
During the course of the Annual General Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to Shareholders.
VOTING INFORMATION
Voting by proxy
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(a) A Shareholder entitled to attend and vote at the Annual General Meeting may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the Shareholder.
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(b) Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder’s voting rights at the Meeting.
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(c) A proxy need not be a Shareholder of the Company.
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(d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the Proxy Form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.
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(e) A proxy form accompanies this Notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the Proxy Form attached to this Notice. For the Proxy Form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy
of that power of authority by 4.00pm (AEDT) on 13 December 2021:
Online www.votingonline.com.au/epxagm2021 By post Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 By personal BoardRoom Pty Limited delivery Level 12, Grosvenor Place 225 George Street Sydney NSW 2000 By facsimile +61 9290 9655
Voting and other entitlements at the Annual General Meeting
A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that Shares in the Company which are on issue at 7.00pm (AEDT) on 13 December 2021 will be taken to be held by the persons who held them at that time for the purposes of the Annual General Meeting (including determining voting entitlements at the Meeting).
Proxy voting by the Chairman
The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their Shares (or voting undirected proxies) on, amongst other things, remuneration matters.
However, the Chairman of a Meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the Chairman to exercise the undirected proxy, even if the Resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a Proxy Form that authorises the Chairman to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chairman to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chairman as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.
The Company’s Chairman, Mr Jonathan Sweeney, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business. If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he will not vote your proxy on that item of business.
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Virtual participation
In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, and to facilitate Shareholder participation, the Chairman has determined that Shareholders will have the opportunity to participate in the AGM through an online platform.
Shareholders who wish to participate in the AGM online may do so from their computer or mobile device, by entering the URL in their browser: https://web.lumiagm.com/380894521.
If you choose to participate in the AGM online, you can log in to the meeting by entering:
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the meeting ID for the online AGM, which is 380-894-521
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your username is your Boardroom Voting Access Code (VAC), which is located on the first page of your Proxy Form; and
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your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the three-character country code e.g. New Zealand – NZL of their registered holding address. A full list of country codes can be found at the end of the user guide.
Shareholders will be able to view the AGM live, lodge a direct vote in real time and ask questions online.
More information regarding online participation at the AGM (including how to vote and ask questions online during the AGM) is available in the User Guide. The User Guide is attached to this Notice of Meeting and will be lodged with the ASX and will also be available from our website.
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EXPLANATORY MEMORANDUM
TO NOTICE OF 2021 ANNUAL GENERAL MEETING
FINANCIAL AND RELATED REPORTS
| Item 1 | Financial and related reports |
|---|---|
| Explanation | Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2021 to be laid before the Company’s 2021 Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of EP&T Global Limited and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2021 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy. A copy of the 2021 Annual Report is available from the Company's website (www.eptglobal.com/investor-centre). The Chairman will allow a reasonable opportunity at the Meeting for Shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor, Grant Thornton Australia, questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2021, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of Grant Thornton Australia in relation to the conduct of the audit. |
ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)
| Resolution 1 | Adoption of Remuneration Report (non-binding resolution) |
|---|---|
| Explanation | Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2021 Annual Report and is available from the Company's website (www.eptglobal.com/investor-centre). The Remuneration Report: describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance; sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and explains the differences between the basis for remunerating Non-Executive Directors and senior executives, including the Chief Executive Officer. The vote on this item is advisory only and does not bind the Directors. The Board will take into account the discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company. Voting consequences Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second annual general meeting (Spill Resolution). |
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| If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting, at which all of the Directors (other than a managing Director) of the Company, would need to stand for re-election. Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved by the Shareholders will be the Directors of the Company. As Shareholders have not yet voted on the Company’s Remuneration Report at an annual general meeting, the Spill Resolution is not relevant for this Annual General Meeting. Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of Resolution 1, subject to compliance with the Corporations Act. |
|
|---|---|
| Voting Exclusion | A voting exclusion statement applies to this Resolution, as set out in the Notice. |
| Board Recommendation |
As the Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this Resolution. |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of this Resolution. |
RE-ELECTION OF DIRECTOR
| Resolution 2 | Re-election of Mr John Balassis as Director |
|---|---|
| Explanation | Clause 47(b) of the Constitution and ASX Listing Rule 14.5 requires that an election of Directors must occur at every annual general meeting. That Director is then eligible for re- election at that meeting. In accordance with this, Mr John Balassis will retire by rotation and seeks re-election. |
| About Mr John Balassis |
Mr John Balassis was appointed to the Board of the Company on 15 October 2020. Mr Balassis is a Non-Executive Director of the Company and is considered independent by the Board. John has over 25 years in strategy and M&A across a range of industries including infrastructure, transportation and energy. A former senior executive at KPMG and more recently CEO of an investee entity for a US based energy and resources investment firm, John has operated in both Australia and internationally. As Non-Executive Director, John has worked with management teams to prepare entities for IPO, acquire businesses and to be acquired by offshore entities. John has a Bachelor of Economics (majors in Accounting and Business Law), is a Chartered Accountant (CA) and is a Member of Australian Institute of Company Directors (MAICD). |
| Board Recommendation |
The Board, with Mr John Balassis abstaining, recommends that Shareholders vote in favour of this Resolution. |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of this Resolution. |
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APPOINTMENT OF AUDITOR
| Resolution 3 | Appointment of Auditor |
|---|---|
| Explanation | Grant Thornton has been auditor of the Company since its incorporation in October 2020. Under section 327A(2) of the Corporations Act, Grant Thornton holds office until the Company’s first annual general meeting, being this Meeting. Grant Thornton has given, and has not withdrawn, its consent to act as external auditor of the Company. The Company seeks Shareholder approval for the appointment of Grant Thornton as auditor of the Company in accordance with section 327B of the Corporations Act. In accordance with section 328B(1) of the Corporations Act, notice in writing nominating Grant Thornton as auditor has been given to the Company by a Shareholder. A copy of this notice is contained in Annexure A to this Notice of Meeting. |
| Board Recommendation |
The Directors unanimously recommend that Shareholders vote in favour of this Resolution. |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of this Resolution. |
RATIFICATION OF ISSUE OF SHARES ISSUED UNDER THE UNCONDITIONAL PLACEMENT
| Resolution 4 | Ratification of issue of Shares issued under the Unconditional Placement |
|---|---|
| Explanation | Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the number 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. The issue of Shares under this Resolution does not fit within any of these exceptions and, as they have not yet been approved by the Company’s Shareholders, they effectively use part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the issue date. ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. The Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its 15% Placement Capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so. To this end, this Resolution seeks Shareholder approval to the issue of under and for the purposes of ASX Listing Rule 7.4. |
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| If this Resolution is passed, the Shares issued under the approved Resolution will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date the securities were issued. If the Resolution is not passed, the Shares issued under the failed Resolution will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date the securities were issued. The Directors do not (save for as otherwise set out in this Notice) currently have any specific intention to make any further issue of securities without approval of Shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in LR 7.2. The Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its 7.1 Placement Capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so. |
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|---|---|
| Specific information required by ASX Listing Rule 7.5 |
For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders in respect of this Resolution: Maximum no. of securities to be issued 27,869,925 fully paid ordinary Shares Issue price per security $0.15 Date on which the securities were issued The Shares were issued on 10 November 2021. Name of allottees The Shares have been allocated to clients of Bell Potter Securities Limited who are institutional and sophisticated investors. None of these subscribers are related parties of the Company. Terms of securities Fully paid ordinary shares that will rank pari passu with those Shares already on issue Use of funds To raise funds for general working capital. |
| Board Recommendation |
The Directors unanimously recommend that Shareholders vote in favour of this Resolution. |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of this Resolution. |
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APPROVAL OF DIRECTOR PARTICIPATION IN DIRECTOR CONDITIONAL PLACEMENT
| Resolutions 5 - 8 | Approval of Director Participation in Director Conditional Placement |
|---|---|
| Explanation | As announced on 3 November 2021, the Directors will invest $2,215,853 on the same terms as those of the Placement (Director Conditional Placement). Pursuant to the Director Conditional Placement, the Directors, being Mr Jonathan Sweeney, Mr John Balassis, Mr Keith Gunaratne and Mr Victor van Bommel, intend to invest $2,215,853 in aggregate. In consideration of their investments, the Company will issue to the Directors in aggregate 14,772,352 Shares at $0.15 per Share (Director Placement Shares) subject to Shareholder approval. Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the Director Conditional Placement and the Non-Related Party Conditional Placement will not proceed. |
| ASX Listing Rule 10.11 |
ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approvals. A person in a position of influence for the purposes of ASX Listing Rule 10.11 includes: a) a related party; b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company; c) 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; d) an associate of a person referred to in (a) to (c) above; and e) a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders. A “related party” for the purposes of the Corporations Act and the ASX Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company. As Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel are Directors, each of them is a “related party” of the Company. The proposed issues do not fall within any of the exceptions in ASX Listing Rule 10.12, and therefore require the approval of the Shareholders under ASX Listing Rule 10.11. To this end, Resolutions 5 - 8 seek the required Shareholder approval to issue the Director Placement Shares to Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel under and for the purposes of ASX Listing Rule 10.11. If these Resolutions are passed, the Company will be able to proceed with the proposed issues. If these Resolutions are not passed, the Company will not be able to proceed with the proposed issues. |
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| Chapter 2E of the Corporations Act |
Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either: a) the giving of the financial benefit falls within one of the exceptions to the provisions; or b) Shareholder approval is obtained prior to the giving of the financial benefit. As explained above, each of Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel is a “related party” of the Company. Also, the proposed issues of Director Placement Shares (which are equity securities, for the purposes of the Chapter 2E of the Corporations Act) constitute the giving of a financial benefit. The Directors carefully considered the proposed issue of Director Placement Shares to each of Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel (with each of the Directors, abstaining in relation to their respective proposed issues) and formed the view that the giving of this financial benefit is on arm’s length terms, as the Director Placement Shares are proposed to be issued on the same terms as offered to non-related parties of the Company in the Placement. Accordingly, the Directors believe that the issues of Director Placement Shares to each of Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel (with each of the Directors, abstaining in relation to their respective proposed issues) fall within the “arm’s length terms” exception as set out in section 210 of the Corporations Act and rely on this exception for the purposes of these Resolutions. Therefore, the proposed issues of Director Placement Shares require Shareholder approvals under and for the purposes of ASX Listing Rule 10.11 only. |
|---|---|
| Specific information required by ASX Listing Rule 10.13 |
In accordance with ASX Listing Rule 10.13, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 10.11, the following information is provided in relation to Resolutions 5 – 8: Recipients and Category under ASX Listing Rule 10.11 Mr Jonathan Sweeney – Chairman & Non-Executive Director Mr John Balassis – Non- Executive Director Mr Keith Gunaratne – Executive Director Mr Victor van Bommel – Non-Executive Director Maximum no. of securities to be issued Mr Jonathan Sweeney – 100,000 Shares Mr John Balassis – 500,000 Shares Mr Keith Gunaratne – 13,172,352 Shares Mr Victor van Bommel – 1,000,000 Shares Issue price per security $0.15 per Share Date on which the securities were issued If Shareholder approval is obtained for Resolutions 5 – 8, the Company intends to issue the Director Placement Shares as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting. Terms of securities Fully paid ordinary Shares that will rank pari passu with those Shares already on issue Use of funds To raise funds for general working capital. |
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The Directors recommend, with each Director abstaining in relation to his own investment, Board that Shareholders vote in favour of Resolutions 5 – 8. Recommendation Chairman’s The Chairman intends to vote all available proxies in favour of this Resolution. available proxies
APPROVAL OF ISSUE OF SHARES UNDER THE NON-RELATED PARTY CONDITIONAL PLACEMENT
| Resolution 9 | Approval of participation in Non-Related Party Conditional Placement |
|---|---|
| Explanation | On 3 November 2021, the Company announced a $8.25 million capital raising comprising a placement of 27,869,925 million Shares in accordance with the Company’s Listing Rule 7.1 Placement Capacity (Unconditional Placement), a further placement of 14,772,352 Director Placement Shares to Directors subject to Shareholder approval (Director Conditional Placement), and a further 12,357,723 Shares to other institutional and sophisticated investors that was subject to Shareholder approval (Non-Related Party Conditional Placement). Broadly speaking, and subject to a number of exceptions, ASX 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 shares it had on issue at the start of that period. The issue of Shares under the Non-Related Party Conditional Placement does not fit within any of the exceptions under ASX Listing Rule 7.2. However, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval under ASX Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of Shares under the Non-Related Party Conditional Placement under ASX Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1. To this end, this Resolution seeks Shareholder approval to the issue of 12,357,723 Shares under and for the purposes of ASX Listing Rule 7.1. If the Resolution is passed, the issue of Shares under the Non-Related Party Conditional Placement can proceed without using up any of the Company’s 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1. Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the Director Conditional Placement and the Non-Related Party Conditional Placement will not proceed. |
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| Specific information required by ASX Listing Rule 7.3 |
For the purposes of ASX Listing Rule 7.3, the following information is provided to Shareholders in respect of this Resolution: Maximum number of Shares to be issued 12,357,723 Shares. Name of subscribers The Shares have been allocated to clients of Bell Potter Securities Limited who are institutional and sophisticated investors. None of these subscribers are related parties of the Company. Issue price per Share $0.15 per Share. Date on which Shares will be issued If Shareholder approval is obtained for this Resolution, as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting. Terms of securities Fully paid ordinary Shares that will rank pari passu with those Shares already on issue. Use of funds To raise funds for general working capital. |
|---|---|
| Board Recommendation |
The Directors recommend that Shareholders vote in favour of Resolution 9 |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of this Resolution. |
APPROVAL OF 10% PLACEMENT CAPACITY
| Resolution 10 | Approval of 10% Placement Capacity |
|---|---|
| General | Broadly speaking, and subject to a number of exceptions, ASX 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. Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in ASX Listing Rule 7.1A to issue equity securities without Shareholder approval. If the Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval. If the Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1. The Resolution is a special resolution and therefore requires approval of 75% of the votes cast byShareholders entitled to vote and votingon this Resolution for it to bepassed. |
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| Eligibility | An eligible entity under ASX Listing Rule 7.1A is one which, at the date of the Resolution, has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300 Index. As at the date of this Notice, the Company, which has a market capitalisation of less than $300 million, is not included in the S&P/ASX 300 Index. Accordingly, the Company is considered eligible to seek Shareholder approval under ASX Listing Rule 7.1A. |
|---|---|
| Formula | The exact number of additional equity securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out ASX Listing Rule 7.1A.2 as follows: (A x D) - E Where: Ais the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement to issue (the relevant period): • plus the number of fully paid ordinary securities issued in the 12 months under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17; • plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities under rule 7.2 exception 9 where: othe convertible securities were issued or agreed to be issued before the commencement of the relevant period; or othe issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4; • plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where: othe agreement was entered into before the commencement of the relevant period; or othe agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4; • plus the number of fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4; • plus the number of partly paid ordinary securities that became fully paid in the 12 months; • less the number of fully paid ordinary securities cancelled in the 12 months; Note that A has the same meaning in the ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity. Dis 10%. Eis the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rules 7.1 or 7.4. |
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| Conditions of issue under the 10% Placement Capacity |
There are a number of conditions applicable to the issue of equity securities under ASX Listing Rule 7.1A, including a limitation on the discount to prevailing market price at which they may be issued, and additional disclosure requirements. A summary of these conditions is as follows: (a)Equity securities issued under the 10% Placement Capacity can only be in a class of securities already quoted. At the date of this Notice, the Company only has one class of equity securities which are quoted, being ordinary Shares. (b)The issue price of each equity security issued under the 10% Placement Capacity must be no less than 75% of the volume weighted average market price (VWAP) for equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either: i. the date on which the price at which the equity securities are to be issued is agreed; or ii. if the equity securities are not issued within 5 trading days of the date in paragraph (i), the date on which the securities are issued. |
|---|---|
| Period of validity of shareholder approval |
Shareholder approval under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which approval is obtained until the earlier of: a) the date which is 12 months after the date of the Annual General Meeting at which the approval was obtained; b) the time and date of the Company’s next Annual General Meeting; or c) the date of approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking). |
| Information to be provided to shareholders under ASX Listing Rule 7.3A | |
| Minimum issue price |
As required by ASX Listing Rule 7.1A.3, any equity securities issued by the Company under ASX Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume weighted average market price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before: i. the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or ii. if the securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the securities are issued. |
| Risk of dilution to shareholders |
If the Resolution is approved by Shareholders and the Company issues securities under the 10% Placement Capacity, the additional economic and voting interests in the Company will be diluted. There is a risk that the market price of the Company's securities may be significantly lower on the issue date than on the date of the Annual General Meeting and the securities may be issued at a price that is at a discount to the market price on the issue date. The table below shows a number of potential dilution scenarios for a capital raising which may be conducted under ASX Listing Rule 7.1A as required by ASX Listing Rule 7.3A.4 where the number of the Company's Shares on issue (Variable "A" in the formula in ASX Listing Rule 7.1A.2) has remained current or increased by either 50% or 100% and the Share price has decreased by 50%, remained current or increased by 100% based on the closing Share price on ASX at 1 November 2021. |
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| Dilution | |||||||
|---|---|---|---|---|---|---|---|
| VARIABLE ‘A’ | 50% decrease in issue price $0.08 |
Issue price $0.16 |
100% increase in issue price $0.32 |
||||
| Current Variable ‘A’ 185,799,500 Shares |
10% voting dilution |
18,579,950 Shares |
18,579,950 Shares |
18,579,950 Shares |
|||
| Funds raised | $1,486,396 | $2,972,792 | $5,945,584 | ||||
| 50% increase in current Variable ‘A’ 278,699,250 Shares |
10% voting dilution |
27,869,925 Shares |
27,869,925 Shares |
27,869,925 Shares |
|||
| Funds raised | $2,229,594 | $4,459,188 | $8,918,376 | ||||
| 100% increase in current ‘’ |
10% voting dilution |
37,159,900 Shares |
37,159,900 Shares |
37,159,900 Shares |
|||
| Variable A 371,599,000 Shares |
Funds raised | $2,972,792 | $5,945,584 | $11,891,168 | |||
| Period of validity | The Company will only issue and allot the equity securities during the Placement Period. The approval under this Resolution for the issue of the equity securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking). |
||||||
| Reason for issue of shares under 10% Placement Capacity |
While the Company does not have any immediate plans to issue Shares under the 10% Placement Capacity, the Company may seek to issue securities under the 10% Placement Capacity for cash consideration. The Company may use the funds for working capital, investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company. The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A. |
The Company will only issue and allot the equity securities during the Placement Period. Period of validity The approval under this Resolution for the issue of the equity securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).
While the Company does not have any immediate plans to issue Shares under the 10% Reason for issue of Placement Capacity, the Company may seek to issue securities under the 10% Placement shares under 10% Capacity for cash consideration. The Company may use the funds for working capital, Placement Capacity investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company.
The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A.
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| Allocation policy | The Company may not issue any or all the equity securities for which approval is given and may issue the equity securities progressively as the Company places the equity securities with investors. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to factors such as: 1. fund raising options (and their viability) available to the Company at the relevant time; 2. the effect of the issue of the equity securities on the control of the Company; 3. the financial situation of the Company and the urgency of the requirement for funds; and 4. advice from the Company’s corporate, financial, legal and broking advisers. The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice. It is intended that the allottees will be suitable professional and sophisticated investors, and other investors not requiring a disclosure document under section 708 of the Corporations Act, that are known to the Company and/or introduced by third parties. The allottees may include existing substantial Shareholders and/or new Shareholders, but it is not intended that the allottees will be related parties or associates of a related party of the Company. In the event that the Shares under the 10% Placement Capacity are issued as consideration for the acquisition of resources, assets or investments, it is likely that the allottees will be the vendors of such resources, assets or investments. Any Shares issued under the 10% Placement Capacity will rank equally with all other existing Shares on issue in the Company. |
|---|---|
| Previous issue of Securities under ASX Listing Rule 7.1A.2 in last 12 months |
The Company has not previously issued securities under ASX Listing Rule 7.1A.2. |
| Board Recommendation |
The Directors unanimously recommend that Shareholders vote in favour of this Resolution. |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of this Resolution. |
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DEFINITIONS
| ASX | M_eans ASX Limited ACN 008 624 691._ |
|---|---|
| ASX Listing Rules | Means the listing rules of the ASX. |
| Annual General Meeting |
Means the annual general meeting of the Company for 2021 to which the Notice relates. |
| Chairman | Means the chairman of the Annual General Meeting. |
| CompanyorEP&T Global |
Means EP&T Global Limited ACN 645 144 314. |
| Director Conditional Placement |
Means the $2.2 million capital raising comprising a placement of 14.8 million Shares to Directors subject to Shareholder approval announced on 3 November 2021. |
| Constitution | Means the Company’s constitution. |
| Corporations Act | Means the_Corporations Act 2001_(Cth). |
| Closely Related Party (of a member of KMP of an entity) |
Has the definition given to it by section 9 of the Corporations Act, and means: a) a spouse or child of the member; or b) a child of the member's spouse; or c) a dependant of the member or of the member's spouse; or 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 dealings with the entity; or e) a company the member controls; or f) a person prescribed by the regulations for the purposes of this definition. |
| Director | Means a director of the board of EP&T Global Limited. |
| Director Placement Shares |
Means the Shares to be issued to Directors under the Directors Conditional Placement. |
| Explanatory Memorandum |
Means this explanatory memorandum accompanying and forming part of the Notice. |
| FY21 | Means the financial year from 1 July 2020 to 30 June 2021. |
| Key Management PersonnelorKMP |
Means those people described as Key Management Personnel in the Remuneration Report and includes all directors. |
| Meeting | Means the annual general meeting of the Company for 2021 to which the Notice relates. |
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| Non-Related Party Conditional Placement |
Means the $1.9 million capital raising comprising a placement of 12.4 million Shares to other institutional and sophisticated investors that was subject to Shareholder approval announced on 3 November 2021. |
|---|---|
| Notice | Means this notice of meeting of the Company, including the accompanying Explanatory Memorandum. |
| Proxy Form | Means the proxy form that is enclosed with and forms part of this Notice. |
| Remuneration Report |
Means the remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2021. |
| Resolution | Means a resolution set out in this Notice. |
| Share | Means a fully paid ordinary share in the capital of the Company. |
| Shareholder | Means a holder of at least one Share in the Company. |
| Unconditional Placement |
Means the $4.2 million capital raising comprising a placement of 27.9 million Shares in accordance with the Company’s Listing Rule 7.1 placement capacity announced on 3 November 2021. |
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ANNEXURE A
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EP&T Global Limited | Annual General Meeting 2021
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ONLINE SHAREHOLDERS’ MEETING GUIDE 2021
Attending the AGM virtually
If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.
To access the meeting:
Visit web.lumiagm.com/380894521 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
Meeting ID: 380-894-521
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 3:00pm (AEDT), 15[th] December 2021
Using the Lumi AGM platform:
ACCESS
The 1[st] page of the platform will ask in what capacity you are joining the meeting.
Shareholders or appointed proxies should select
“Shareholder or Proxyholder”
Guests should select “Guest”
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CREDENTIALS
Shareholders/Proxys
Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.
Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760 within Australia or +61 2 9290 9600 from outside Australia
Voting Access Code (VAC) Postcode or Country Code
Guests
Please enter your name and email address to be admitted into the meeting.
Please note, guests will not be able to ask questions or vote at the meeting .
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NAVIGATION
Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.
If viewing on a computer the webcast will appear at the side automatically once the meeting has started.
On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.
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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.
VOTING
The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.
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Selecting this tab will open a list of all resolutions and their voting options.
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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.
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To reduce the webcast to its original size, select the X at the top of the broadcast window.
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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.
To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.
There is no need to press a submit or send button. Your vote is automatically counted.
Voting can be performed at any time during the meeting until the Chair closes the poll.
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QUESTIONS
Any shareholder or appointed proxy is eligible to ask questions.
If you would like to ask a question. Select the messaging tab.
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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.
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Received
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Select the “Ask a Question” box and type in your message.
Once you are happy with your message, select the send icon.
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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.
Asking Audio Questions
If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia
Find your local number: https://boardroommedia.zoom.us/u/acqWmpYciu
Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.
You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.
Meeting ID: 380-894-521
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 3:00pm (AEDT), 15th December 2021
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Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Islands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin ~~BFA~~ Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Island BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Islands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Republic of Congo COK Cook Islands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus ~~CXRChristmas Island~~ ~~CZECzech Republic~~ ~~DEUGermany~~ DJI Djibouti ~~DMADominica~~ DNKDenmark DOMDominican Republic |
DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Greenland GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Islands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ Isle Of Man ~~IND~~ ~~India~~ IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ~~ISM~~ ~~Isle of Man~~ ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Jersey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati ~~KNASt Kitts And Nevis~~ KOR Korea Republic of KWTKuwait LAOLaos LBN Lebanon |
LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caledonia NERNiger NFK Norfolk Island NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Islands PER Peru PHL Philippines PLWPalau PNGPapua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestinian Territory Occupied PYF FrenchPolynesia QATQatar REU Reunion |
ROURomania |
|---|---|---|---|
| RUS Russian Federation |
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| RWARwanda | |||
| SAU Saudi Arabia Kingdom Of |
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| SDNSudan | |||
| SEN Senegal |
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| SGPSingapore | |||
| SGS Sth Georgia & Sth Sandwich Isl |
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| SHNSt Helena | |||
| SJM Svalbard & Jan Mayen |
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| SLB Solomon Islands |
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| SCGSerbia & Outlying | |||
| SLE Sierra Leone |
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| SLV El Salvador |
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| SMR San Marino | |||
| SOMSomalia | |||
| SPMSt Pierre And Miquelon | |||
| SRB Serbia |
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| STP Sao Tome And Principe |
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| SUR Suriname |
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| SVK Slovakia |
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| SVN Slovenia |
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| SWESweden |
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| SWZSwaziland | |||
| SYC Seychelles |
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| SYR Syrian Arab Republic |
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| TCA Turks & Caicos Islands |
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| TCDChad | |||
| TGOTogo |
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| THA Thailand |
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| TJK Tajikistan |
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| TKL Tokelau |
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| TKMTurkmenistan | |||
| TLS Timor-Leste |
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| TMPEast Timor | |||
| TONTonga | |||
| TTO Trinidad & Tobago |
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| TUNTunisia |
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| TUR Turkey |
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| TUV Tuvalu |
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| TWNTaiwan | |||
| TZA Tanzania United Republic of |
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| UGAUganda | |||
| UKRUkraine | |||
| UMI United States Minor |
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| URY Uruguay |
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| USAUnited States of America | |||
| UZB Uzbekistan |
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| VNMVietnam | |||
| VUT Vanuatu |
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| WLFWallis & Futuna | |||
| WSMSamoa | |||
| YEMYemen | |||
| YMDYemen Democratic | |||
| YUGYugoslavia Socialist Fed Rep | |||
| ZAF South Africa |
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| ZAR Zaire |
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| ZMBZambia | |||
| ZWEZimbabwe | |||
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All Correspondence to:
- By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 4:00pm (AEDT) on Monday 13 December 2021.
TO VOTE ONLINE
STEP 1: VISIT https://www.votingonline.com.au/epxagm2021
STEP 3: Enter your Voting Access Code (VAC):
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BY SMARTPHONE
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Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
STEP 3 SIGN THE FORM
The form must be signed as follows: Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 4:00pm (AEDT) on Monday 13 December 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
Online https://www.votingonline.com.au/epxagm2021 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia
Attending the Meeting
Due to Covid-19 restrictions the Meeting will be held as a virtual meeting and there will not be a physical location for shareholders to attend. To participate electronically in the virtual Meeting, please refer to the instructions in the Notice of Meeting.
EP&T Global Limited ABN 50 645 144 314
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of EP&T Global Limited (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held as a virtual meeting on the Lumi platform via https://web.lumiagm.com/380894521 on Wednesday, 15 December, 2021 at 4.00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorized to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorize the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1 & 3 are connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.
STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.
For Against Abstain*
-
Resolution 1 Adoption of Remuneration Report (non-binding vote)
-
Resolution 2 Re-election of Mr John Balassis as Director
Resolution 3 Appointment of Auditor
Resolution 4 Ratification of Unconditional Placement Shares
Resolution 5 Issue of Shares to Mr Jonathan Sweeney under the Director Conditional Placement
- Resolution 6 Issue of Shares to Mr John Balassis under the Director Conditional Placement
Resolution 7 Issue of Shares to Mr Keith Gunaratne under the Director Conditional Placement
Resolution 8 Issue of Shares to Mr Victor van Bommel under the Director Conditional Placement
- Resolution 9 Issue of Shares under the Non-Related Party Conditional Placement
Resolution 10 Approval of 10% Placement Capacity
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STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Sole Director and Sole Company Secretary
Securityholder 2
Director
Securityholder 3 Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021