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EVZ LIMITED AGM Information 2018

Oct 22, 2018

64889_rns_2018-10-22_e6041372-5a69-4ffd-bc10-cdcdb5a288fa.pdf

AGM Information

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EVZ Limited ABN 87 010 550 357

Notice of Annual General Meeting Explanatory Statement

Date of Meeting 23[rd] November 2018

Time of Meeting 10am, Melbourne time

Place of Meeting The offices of Clarendon Lawyers Level 29, 55 Collins Street Melbourne, Victoria, 3000

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ABN 87 010 550 357

EVZ Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of EVZ Limited ACN 010 550 357 (“Company”) will be held at the offices of Clarendon Lawyers, Level 29, 55 Collins Street Melbourne Victoria 3000 at 10.00 am (AEDT) on Friday 23[rd] November 2018 .

BUSINESS

Financial Report

To consider and receive the annual financial report, the directors’ report and audit report of the Company and its controlled entities for the financial year ending 30 Jun 2018.

Resolution 1:

REMUNERATION REPORT

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

"That, in accordance with section 250R(2) of the Corporations Act, the Remuneration Report be adopted."

Voting Exclusion Statement:

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

  • a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

  • b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above and either:

  1. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or

  2. the person so appointed is the Chairperson and the appointment: a. does not specify how the proxy is to vote on this Resolution; and

  3. b. authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the

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remuneration of a member of the Key Management Personnel.

Resolution 2:

RE-ELECTION OF DIRECTOR - ROBERT EDGELY

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

"That Robert Edgely, having retired in accordance with the Constitution, being eligible and offering himself for re-election, be re-elected as a director."

Resolution 3:

SHARE CONSOLIDATION

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

"THAT pursuant to section 254H of the Corporations Act and for all other purposes, approval be given for the consolidation of every ten (10) Shares on issue at 5.00pm on Wednesday, 28 November 2018 (being the Consolidation Record Date) into one Share, on the terms and conditions set out in the Explanatory Memorandum."

Resolution 4:

REMOVAL OF AUDITOR

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

"That, pursuant to section 329(1) of the Corporations Act and for all other purposes, Crowe Horwath Melbourne, the current auditor of the Company, be removed as auditor of the Company effective from the close of this Meeting."

Resolution 5:

APPOINTMENT OF AUDITOR

To consider and (if thought fit) to pass, with or without modification, the following resolution as a special resolution:

"That, subject to the passing of Resolution 4, pursuant to section 327D of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd,

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having consented in writing and been duly nominated in accordance with section 328B(1) of the Corporations Act, be appointed as auditor of the Company with effect from the close of this Meeting."

Dated: 23 October 2018 By order of the Board:

Pieter Van Der Wal - Company Secretary

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NOTES

  1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to vote instead of the member.

  2. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise one half of the member’s votes.

  3. A proxy need not be a member of the Company.

  4. The proxy form must be signed by the member or the member’s attorney. Proxies given by corporations must be executed under seal or signed under the hand of a duly authorised officer or attorney.

  5. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be lodged by one of the following methods:

  6. a) Online by visiting the following address www.investorvote.com.au; or

  7. b) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001, or on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

at the registered office of the Company, 115/838 Collins Street, Docklands Victoria 3008, or on fax number (03) 9542 6061 (within Australia) or +61 3 9542 6061 (outside Australia),

not later than 10am (AEDT) on Wednesday, 21 November 2018.

Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions electronically.

  1. Your proxy form is enclosed. This is an important document. Please read it carefully. If you are unable to attend the Annual General Meeting, please complete the enclosed proxy form and return it in accordance with the instructions set out on that form.

  2. A person may attend the meeting under an appointment of corporate representative pursuant to section 250D of the Corporations Law or Power of Attorney only if a copy of that appointment or Power of Attorney is provided to the share registrars of the Company before the meeting. Documents can be provided by post or facsimile as follows:

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  • a) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001; or

  • b) by faxing it to the offices of Computershare Investor Services Pty Limited on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

  • For Persons entitled to vote, under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting will be as it appears in the share register at 7.00pm (AEDT) on Wednesday, 21 November 2018.

  • A hardcopy of the 2018 Annual Report has been mailed with this notice of meeting to those Shareholders who had previously requested it. The Company wishes to advise that an electronic copy of the 2018 Annual Report is available on the Company’s website at www.evz.com.au.

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ABN 87 010 550 357

EVZ Limited

EXPLANATORY MEMORANDUM

Introduction.

The following information provides a detailed explanation on each resolution set out in the Notice of Annual General Meeting.

The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Financial Report.

The 2018 Annual Financial Report of EVZ Limited has been sent to Shareholders who had previously requested a copy of the Financial Report. Shareholders can also view a copy of the Financial Report on the Company’s website. Shareholders will be given the opportunity at the Meeting to ask questions of the Board of Directors and the Auditor on matters contained in the Financial Report.

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to a vote of Shareholders.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and other Key Management Personnel and sets out the details of any share based compensation.

The vote on this Resolution is advisory only and does not bind the Directors or the Company. Of itself, a failure of Shareholders to pass this Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report. Directors will however consider the outcome of the vote and any comments made by Shareholders on the Remuneration Report when setting the Company's remuneration policy for future financial years.

Under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

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At the Company’s 2017 Annual General Meeting the remuneration report was approved by over 75% of Shareholders present and voting.

Accordingly, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

Resolution 2 – Re-election of Robert Edgley as a Director

Clause 20.2 of the Company’s Constitution requires one third of the Directors (other than the Managing Director) to retire from office at each annual general meeting. The directors to retire are those who have been longest in office since their last election at the date of the meeting.

A director who retires by rotation under clause 20.2 of the Constitution is eligible for reelection.

Mr Edgely, being the longest in office since his last election, therefore retires by rotation and, being eligible, has offered himself for re-election.

Mr Edgley, age 53, holds a bachelor’s degree in Economics from Monash University together with a second degree in Japanese language. Mr Edgley’s career has been predominantly focused in International Finance and Investment Banking in Australia, the UK and throughout Asia.

The Directors (other than Mr Edgely) unanimously recommend that Shareholders vote in favour of Resolution 2.

The Chair intends to vote undirected proxies in favour of Resolution 2.

Resolution 3 – Share Consolidation.

Background and legislation

The Company wishes to consolidate its existing share capital through the conversion of every ten Shares into one Share.

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Under section 254H of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a general meeting.

Reasons for the Consolidation

The Company currently has 954,812,736 Shares on issue.

For a company of this size, this is a large number of shares to have on issue and it subjects the Company to a number of disadvantages, including:

  • (i) that the Company has a far greater number of shares on issue than comparable companies, meaning that its share price is lower for reasons other than valuation;

  • (ii) negative perceptions associated with a low share price; and

  • (iii) administrative inconvenience and cost.

The Directors believe that the Consolidation of the Shares would assist in eliminating or mitigating these disadvantages and would establish a share price more appropriate for a listed entity of its size.

The Consolidation will not result in any change to the substantive rights and obligations of Shareholders. The Company’s balance sheet and tax position will also remain unaltered as a result of the Consolidation.

Effect of the Consolidation

If approved, the Consolidation will take effect from Thursday, 29 November 2018.

The Consolidation will result in the issued capital of the Company being consolidated on the basis of one Share for every ten Shares on issue. Any fractional entitlements as a result of holdings not being evenly divisible by ten will be rounded up to the nearest whole number.

For example, if you currently hold 10,000 Shares, following the consolidation you will hold 1,000 Shares.

The effect that the Consolidation will have on the Company’s current share capital (based on the number of Shares on issue at the date of the Notice of Meeting) is set out in the table below. All numbers are subject to rounding.

Shares Unlisted Options
Pre-Consolidation 954,812,736 15,000,000
Post-Consolidation 95,481,274
(approximately)
1,500,000

If options are exercised prior to the Consolidation Record Date, then the number of Shares in the table above will increase, and the number of options will decrease.

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The Consolidation will be undertaken in accordance with section 254H of the Corporations Act. Subject only to rounding, there will be no change to the proportionate interests held by each Shareholder as a result of the Consolidation.

Shareholders should note that the Consolidation, if approved, will have an effect on the Company’s share price.

Holding Statements

From the date of the Consolidation, all existing holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of Shares, on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange, in accordance with the timetable below, for new holding statements to be issued to Shareholders. It is the responsibility of each Shareholder to check the number of Shares held prior to Consolidation and post-Consolidation.

Taxation Implications

It is not considered that any taxation implications will arise for Shareholders arising from the Consolidations. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company nor the Directors (or the Company’s advisors) accept any responsibility for the individual taxation implications arising from the Consolidation.

Timetable for Consolidation:

If Resolution 3 is passed, the Consolidation will take effect in accordance with the following timetable.

Detail Date- 2018
The Company announces the Consolidation and dispatches the
Notice of Meeting
23 October 2018
Meeting held and Consolidation approved
Company notifies ASX
Friday, 23 November
2018
Last day for trading in pre-Consolidation Shares Monday, 26
November 2018
Trading commences in post-Consolidation Shares on a deferred
settlement basis
Tuesday, 27
November 2018
Last day for the Company to register transfers on a pre-
Consolidation basis (Consolidation Record Date)
Wednesday, 28
November 2018
First day for the Company to register Shares on a post-
Consolidation basis and to issue holding statements
Thursday, 29
November 2018
Last day for Shares to be entered into the holders’ security
holdings and for the Company to send new holding statements
on a Consolidated basis. Deferred settlement trading ends.
Wednesday, 5
December 2018
Normal T+2 trading in Consolidated Shares starts on ASX Thursday, 6 December
2018

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The above dates are indicative only and, subject to the Listing Rules, are subject to change without notice.

Recommendation and undirected proxies

The Directors recommend that Shareholders vote in favour of Resolution 3.

The Chair intends to vote undirected proxies in favour of Resolution 3.

Resolutions 4 and 5 – Removal and Appointment of Auditor.

Crowe Howarth Melbourne ( Crowe Howarth ) has been engaged as the Company’s auditor since 2013. Given this, the Directors believed a review of who audits the Company was appropriate.

With this in mind the Company conducted a tender process to select the Company’s auditor. Following this process the Directors have recommended that Grant Thornton Audit Pty Ltd ( Grant Thornton ) be appointed as the Company’s auditor with effect from the close of this Annual General Meeting.

Under section 329(1) of the Corporations Act, an auditor of a company may be removed from office by ordinary resolution at a general meeting where notice of intention to move the resolution to remove the auditor has been given ( Notice of Intention ). The Notice of Intention must be given to the company at least two months before the general meeting is to be held. However, if a company calls a meeting after the Notice of Intention has been given and received by the company, the meeting may pass the resolution even though the meeting is held less than two months after the Notice of Intention is given.

On 9[th] October 2018, the Company received a Notice of Intention from Robert Edgeley, who is a member of the Company, a copy of which is annexed to this Notice. Refer Annexure A. In accordance with section 329(2) of the Corporations Act, the Company has sent a copy of this Notice of Intention to Crowe Howarth and ASIC. Crowe Howarth has indicated to the Company that it does not intend to make any representations to Shareholders under section 329(3) of the Corporations Act.

Although the Notice of Intention was received less than two months before the date of the Meeting, as it was received before the Meeting was called, Resolution 4 can be put and passed at the Meeting.

Resolution 4 is an ordinary resolution for the removal of Crowe Howarth as auditor of the Company under section 329(1) of the Corporations Act. If passed, this will create a vacancy in the role of auditor of the Company. Resolution 5 is required to fill the vacancy created by the removal of Crowe Howarth (if Resolution 4 is passed).

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Under section 327D(2) of the Corporations Act, the Company in a general meeting may by special resolution appoint an auditor to replace an auditor removed under section 329(1) of the Corporations Act.

Resolution 5 is a special resolution appointing Grant Thornton as the Company’s auditor, subject to the passing of Resolution 4.

In accordance with section 328B of the Corporations Act, Robert Edgely, who is a member of the Company, has given the Company written notice of the nomination of Grant Thornton for appointment as external auditor. A copy of the written notice of nomination is annexed to this Notice. Refer Annexure B.

Grant Thornton has provided the Company with a written notice confirming that it has consented to be appointed as the Company’s auditor for the purpose of section 328A of the Corporations Act.

If Resolutions 4 and 5 are passed, Crowe Howarth will cease to be the Company’s auditor and Grant Thornton will be appointed as the Company’s auditor effective at the close of this Meeting.

Recommendation and undirected proxies

The Directors recommend that Shareholders vote in favour of Resolutions 4 and 5.

The Chair intends to vote undirected proxies in favour of Resolutions 4 and 5.

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Schedule 1 – Glossary

In the Notice of Meeting and this Explanatory Statement the following defined terms have the following meanings:

Annual General Meeting or Meeting means the annual general meeting of Shareholders convened by this Notice of Meeting.

ASIC means Australian Securities and Investments Commission. Associate has the meaning given in the Listing Rules.

ASX means ASX Limited or the securities exchange market operated by it, as the context requires.

Board means the board of Directors of the Company. Business Days means a day that is not a Saturday, Sunday, bank holiday or public holiday in Melbourne, Australia.

Chair or Chairman means the chairman of the Annual General Meeting.

Closely Related Party of a member of the Key Management Personnel means:

  • i. a spouse or child of the member;

  • ii. a child of the member's spouse;

  • iii. a dependent of the member or members' spouse;

  • iv. 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 Company;

  • v. a company the member controls; or

  • vi. a person prescribed by the Corporations Regulations 2001 (Cth).

Company and EVZ means EVZ Limited ACN 010 550 357.

Consolidation means the proposed Consolidation of the Company’s share capital provided for by Resolution 3.

Consolidation Record Date means Wednesday, 28 November 2018. Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Equity Securities has the meaning given in the Listing Rules. Explanatory Memorandum means this explanatory memorandum. Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Listing Rules means the listing rules of the ASX. Notice of Meeting or Notice means the notice of Annual General Meeting, which accompanies this Explanatory Statement. Related Party has the meaning given in the Listing Rules. Resolution means a resolution contained in the Notice of Meeting. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

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Annexure A – Notice of Intention to Move Resolution to Remove Auditor

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Annexure B – Nomination of Auditor

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Lodge your vote:

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Online:

www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

EVZ

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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Vote and view the annual report online

  • Go to www.investorvote.com.au or scan the QR Code with your mobile device.

  • • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 10.00 am (AEDT) on Wednesday, 21 November 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

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

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

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I/We being a member/s of EVZ Limited hereby appoint

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the Chairman of the Meeting

OR

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of EVZ Limited to be held at the offices of Clarendon Lawyers, Level 29, 55 Collins Street, Melbourne, Victoria 3000 at 10.00 am (AEDT) on Friday, 23 November 2018 and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Again st
Abstain
Resolution 1 Remuneration Report
Resolution 2 Re-election of Director - Robert Edgely
Resolution 3 Share Consolidation
Resolution 4 Removal of Auditor
Resolution 5 Appointment of Auditor

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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2 4 4 1 9 2 A

E V Z