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FLEXIROAM LIMITED — AGM Information 2024
Sep 1, 2024
64947_rns_2024-09-01_0d2090f5-9bdb-4cdb-ab2a-824e1035936b.pdf
AGM Information
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2 September 2024
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Dear Shareholder
– Annual General Meeting Notice and Proxy Form
Notice is hereby given that the Annual General Meeting ( Meeting ) of Flexiroam Limited (ACN 143 777 397) (the Company ) will be held virtually via an online platform provided by the Company’s share registry, Automic and as a physical meeting at Level 32, Miller St, North Sydney, NSW 2060, on Friday, 4 October 2024 at 1.00pm (AEST).
In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be dispatching physical copies of the Notice of Meeting and Explanatory Statement ( Notice ) to Shareholders, unless you have elected to receive these documents by post. Instead, the Notice is being made available to shareholders electronically and can be viewed and downloaded online at the following link: https://www.flexiroam.com/investor-center/.
The Notice will also be posted on the Company’s ASX market announcements page at https://www2.asx.com.au/markets/company/frx.
All resolutions at the Meeting will be decided by poll and details of how to access the online platform and vote online are provided in the Notice. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and Notice.
A copy of your personalised proxy form is enclosed for your convenience. You are encouraged to vote online at https://investor.automic.com.au/#/home or by returning the attached proxy form by:
post to: Automic GPO Box 5193 Sydney NSW 2001
or email to: [email protected]
Your proxy voting instructions must be received by no later than 1.00pm (AEST) on Wednesday, 2 October 2024, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Company strongly encourages shareholders to lodge a directed proxy form .
FLEXIROAM Limited (ASX: FRX) ACN 143 777 397 Level 5, 126 Phillip Street, SYDNEY NSW 2000 www.flexiroam.com
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The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas) or the Company Secretary on +618 6389 2688 between 9:00 am to 5:00 pm (AEST), Monday to Friday.
Yours sincerely
Kamille Dietrich Company Secretary Flexiroam Limited
-END-
AUTHORISED BY THE BOARD OF DIRECTORS
Corporate Inquiries Investor Inquiries Steve Picton Danny Younis CEO Automic Markets Telephone: +61 4 1626 9177 Telephone: +61 2 8072 1408 Email: [email protected] or Email: [email protected] [email protected]
ABOUT FLEXIROAM
FlexiRoam Limited (ASX: FRX) is the connectivity solution for a new era of travel. Globally, travellers are seeking a more flexible, spontaneous travel experience, facilitated by seamless data at competitive rates. FlexiRoam’s versatile network spans 520 network operators in over 200 countries and regions, making it the preferred service for consumers and businesses worldwide. Our ability to provide a trusted global communications network for Partners adds solution values within our data service. And with a ‘Customer at the Heart’ ethos we live and breathe our purpose, ‘to open-up global connectivity so that every person can experience the joy of flexible travel’.
For further information, please visit https://www.flexiroam.com/
FLEXIROAM Limited (ASX: FRX) ACN 143 777 397 Level 5, 126 Phillip Street, SYDNEY NSW 2000 www.flexiroam.com
Flexiroam Limited Leve 32, 101Miller Street North Sydney, NSW 2060 ACN: 143 777 397 https://www.flexiroam.com/en-us/investor-center
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Flexiroam Limited
Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form
Date: Friday, 4 October 2024 Time: 13:00pm AEST Hybrid Meeting Held at Level 32, 101 Miller Street, Noth Sydney, NSW 2060
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Contents
| Contents | |
|---|---|
| Venue and Voting Information | 2 |
| Notice of Annual General Meeting – Agenda and Resolutions | 5 |
| Notice of Annual General Meeting – Explanatory Statement | 10 |
| Glossary | 25 |
| Proxy Form | Attached |
Important Information for Shareholders about the Company’s 2024 AGM
This Notice is given based on circumstances as at 2 September 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.flexiroam.com/en-us/investor-center. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.
Venue and Voting Information
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 13:00 PM (AEST) on Friday, 4 October 2024 at Level 32, Miller St, North Sydney, NSW 2060 and virtually via Automic’s platform .
- If you wish to virtually attend the AGM (which will be broadcast as a live webinar), please pre register in advance for the virtual meeting here:
https://us02web.zoom.us/webinar/register/WN_L9UJqQe-TDuOz7x21od-kA
After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the AGM.
Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.
Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.
Questions must be submitted in writing to the Company Secretary at [email protected] at least 48 hours before the AGM.
The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.
Your vote is important
The business of the Annual General Meeting affects your shareholding and your vote is important.
Voting in person
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
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Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the AGM will need to login to the online meeting platform powered by Automic.
Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.
To access the virtual meeting on the day:
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Open your internet browser and go to investor.automic.com.au
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Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.
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After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration.
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Click on “ Register ” and follow the steps.
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Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" to be taken to the voting screen.
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Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.
For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/.
Voting by proxy
To vote by proxy, please use one of the following methods:
| Online | Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideat https://www.automicgroup.com.au/virtual-agms/ |
|---|---|
| By post | Automic, GPO Box 5193, Sydney NSW 2001 |
| By hand | Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 |
| By email | Completing the enclosed Proxy Form and emailing it to: [email protected] |
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
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Power of Attorney
If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.
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Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Shareholders of Flexiroam Limited ACN 143 777 397 will be held at 13:00 PM (AEST) on Friday, 4 October 2024 at Level 32, Miller St, North Sydney, NSW 2060 and virtually via Automic’s platform.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00 PM AEST on Wednesday, 2 October 2024.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
Agenda
Ordinary business
Financial statements and reports
“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.
Note : This item of ordinary business is for discussion only and is not a resolution .
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Resolutions
Remuneration Report
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2024.”
Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:
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(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
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(b) it is not cast on behalf of a Restricted Voter.
If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.
- Re election of Directors
2. Resolution 2 – Election of Christopher Burton as a Director
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That Christopher Burton, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”
3. Resolution 3 – Re-election of Tat Seng Koh as a Director
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To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That Tat Seng Koh, a Director who retires in accordance with ASX Listing Rule 14.5 and being eligible offers himself for re-election, be elected as a Director of the Company, effective immediately.”
4. Resolution 4 – Cancellation of 3,405,490 Forfeited Employee Shares
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, pursuant to and in accordance with section 258D of the Corporations Act and for all other purposes, 3,405,490 fully paid ordinary shares in the capital of the Company that have been forfeited under the terms of the issue of those shares, be cancelled.”
Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person whose shares are to be cancelled or any associate of those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
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(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
5. Resolution 5 – Approval to Issue up to $2,000,000 worth of Shares
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to the number of Shares determined by $2,000,000 divided by the Proposed Share Issue Price on the terms and conditions in the Explanatory Memorandum ( Proposed Share Issue )."
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Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:
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(a) a person who is expected to receive the securities as a result of the proposed issue; (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
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(c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 5 by:
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(d) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or
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(e) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Note : the proposed allottees of any Shares issued under Resolution 5 are not as yet known or identified. In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1, as at the date of this Notice it is not known who may participate in the Proposed Share Issue (if any). Accordingly, no Shareholders are currently excluded from voting on this Resolution 5.
ASX Listing Rule 7.1A (Additional 10% Capacity)
6. Resolution 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”
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| Voting Exclusion Statement: The Company will disregard any votes cast in favour of | Voting Exclusion Statement: The Company will disregard any votes cast in favour of |
|---|---|
| Resolution 6 by or on behalf of: | |
| (a) | a 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); or | |
| (b) | an Associate of that person or those persons. |
| However, this does not apply to a vote cast in favour of Resolution 6 by: | |
| (i) | 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 | |
| (ii) | the Chair of the Meeting as proxy or attorney for a person who is entitled to vote |
| on the Resolution, in accordance with a direction given to the Chair to vote on the | |
| Resolution as the Chair decides; or | |
| (iii) | a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on |
| behalf of a beneficiary provided the following conditions are met: | |
| • the beneficiary provides written confirmation to the holder that the beneficiary |
|
| is not excluded from voting, and is not an associate of a person excluded from | |
| voting, on the Resolution; and | |
| • the holder votes on the Resolution in accordance with directions given by the |
|
| beneficiary to the holder to vote in that way. |
Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 6 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 6.
BY ORDER OF THE BOARD
Kamille Dietrich
Company Secretary
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Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 13:00 PM AEST on Friday, 4 October 2024 at Level 32, 101 Miller Street, North Sydney NSW 2060 and virtually via Automic’s platform .
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.
Full details of the business to be considered at the Annual General Meeting are set out below.
Agenda
Ordinary business
Financial statements and reports
In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.
In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://www.flexiroam.com/en-us/investor-center.
No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.
The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:
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Conduct of the audit;
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Preparation and content of the Auditor’s Report;
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Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
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Independence of the auditor in relation to the conduct of the audit.
Written questions of the auditor
If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.
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Please note that all written questions must be received at least five business days before the Meeting, which is by Friday, 27 September 2024.
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Resolutions
Remuneration Report
Resolution 1 – Adoption of Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.
The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://www.flexiroam.com/en-us/investor-center
However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2025 Annual General Meeting ( 2025 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2025 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2025 AGM. All of the Directors who were in office when the 2025 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.
The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.
Voting
Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.
Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.
- Re election of Directors
Resolution 2 – Election of Christopher Burton as a Director
The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for reelection.
ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company.
Christopher Burton was appointed as an additional Director of the Company on 18 June 2024 and has since served as a Director of the Company.
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Under this Resolution, Christopher Burton seeks election as a Director of the Company at this AGM.
Christopher is a chartered accountant and finance professional with over 27 years of commercial experience in both public practice and private consulting. He is a member of the Institute of Chartered Accountants Australia & New Zealand, Member of the Australian Institute of Company Directors, is a Registered Company Auditor and holds a Batchelor of Commerce. He is a former audit and assurance partner of BDO responsible for a broad range of ASX listed, unlisted and private companies’ assurance engagements across multiple sectors. Chris is the principal of his own consulting firm, providing corporate, financial and compliance services to public and private clients primarily in relation to financial reporting, risk and governance practices.
Christopher is currently a non-executive Director of Advocare Incorporated and was previously a non-executive director of Newfield Resources Limited (ASX code: NWF). He is also a facilitator with the Australian Institute of Company Directors where he delivers finance modules for the company directors’ course.
Directors’ recommendation
The Directors (excluding Christopher Burton) recommend that Shareholders vote for this Resolution.
Resolution 3 – Re-election of Tat Seng Koh as a Director
The Company’s Constitution requires that an election of directors must be held at the annual general meeting each year. This may be satisfied by a Director standing for re-election in accordance with the process set out in clause 11.3. At least one Director shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been the longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.
It has been agreed that Tat Seng Koh will retire by rotation at this Meeting.
ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.
Mr Tat Seng Koh was appointed as a Director on 3 September 2018 and was previously re-elected at the annual general meeting held on 20 June 2022. Mr Koh has extensive leadership experience and a successful track record in corporate finance. He has successfully listed a number of companies on Bursa Malaysia and two companies on the London Stock Exchange, PureCircle and MayAir. Mr Koh was previously an Executive Director of MayAir and the Group Chief Finance Officer of PureCircle and MayAir.
Having regard to the ASX Principles and Mr Koh’s role as a Non-Executive Director, the Board does not consider Mr Koh to be an independent director as he is a substantial Shareholder of the Company.
Under this Resolution Mr Koh has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.
Directors’ recommendation
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The Directors (excluding Tat Seng Koh) recommend that Shareholders vote for this Resolution.
Resolution 4 – Cancellation of 3,405,490 Forfeited Employee Shares
In June 2022, the Company issued 13,406,236 fully paid ordinary shares to eligible employees (Employee Shares) in accordance with the terms of the Company’s Employee Incentive Plan.
The Employee Shares were subject to terms including service vesting conditions and voluntary trading restrictions. As a consequence of certain individuals resigning from the Company this year, the service vesting conditions were not satisfied. Hence, in accordance with the terms of issue, 3,405,490 Employee Shares were forfeited. These individuals did not receive any consideration in relation to the forfeiture of their Employee Shares.
Section 258D of the Corporations Act provides that a company may, by resolution passed at a general meeting, cancel shares that have been forfeited under the terms on which the shares are on issue. Accordingly, the Company is seeking Shareholder approval to cancel 3,405,490 Employee Shares that have been forfeited under the terms of issue of those shares.
Resolution 4 is an ordinary resolution.
If Resolution 4 is passed, the Company will be able to proceed with the cancellation of 3,405,490 Employee Shares.
If Resolution 4 is not passed, the Company will not be able to proceed with the cancellation of 3,405,490 Employee Shares and will need to seek an alternative solution.
Directors’ recommendation
The Board recommends that Shareholders vote in favour of Resolution 4.
Issue of Securities
In order to preserve its LR7.1 capacity and the option to issue shares under LR7.1A, the Company requests shareholder approval for the proposed capital raising options listed below. However, at this time, the Company has not identified any plans to utilize its 15% and 10% capacity.
Resolution 5 – Approval to Issue up to $2,000,000 worth of Shares
Background
Resolution 5 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes) for the issue of that number of Shares determined by $2,000,000 divided by the proposed share issue price ( Proposed Shares ), ( Proposed Share Issue ).
The Proposed Share Issue price will not be less than 80% of the five (5) Trading Day VWAP of the Shares recorded prior to the announcement of the Proposed Share Issue. ( Proposed Share Issue Price ).
Resolution 5 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 5.
Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any
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12 month period up to 15% of the fully paid ordinary securities it had on issue at the start of that period ( 15% Placement Capacity ).
The issue of the Proposed Shares does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by Shareholders, it effectively uses up part of the Company's 15% Placement Capacity, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Proposed Shares.
If Resolution 5 is passed, the issue of the Proposed Shares can proceed without using any of the Company's 15% Placement Capacity on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Proposed Shares and would have to rely on the 15% Placement Capacity to issue any Proposed Shares or alternate funding options to raise additional funding for its business operations.
Specific information required under Listing Rule 7.3
The following information in relation to Resolution 5 is provided to Shareholders for the purposes of Listing Rule 7.3:
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(i) the Directors intend that the Proposed Shares will be issued to institutional, professional and sophisticated investors who are not related parties of the Company. The Company has not determined who will be issued any Proposed Shares and this will be determined by the Company;
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(ii) the maximum number of Proposed Shares to be issued is up to that number of Shares which, when multiplied by the Proposed Share Issue Price, equals $2,000,000;
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(iii) the table below provides examples of the maximum number of Shares that may be issued if Shareholders approve this Resolution 5. The table uses various issue prices to calculate the maximum number of Proposed Shares that may be issued assuming $2,000,000 is raised by the Company (rounded up to the nearest whole number):
| Issue Price($ per Share) | Number of Proposed Shares |
|---|---|
| 0.022 | 90,909,090 |
| 0.021 | 95,238,095 |
| 0.020 | 100,000,000 |
| 0.019 | 105,263,158 |
| 0.018 | 111,111,111 |
| 0.017 | 117,647,059 |
| 0.016 | 125,000,000 |
| 0.015 | 133,333,333 |
| 0.014 | 142,857,143 |
-
(iv) all Proposed Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue;
-
(v) the Proposed Shares will be issued no later than three months following the date of the Meeting;
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- (vi) the issue price per Proposed Share will be calculated using the five (5) Trading Day VWAP for Shares. For the purposes of the below examples, it has been assumed that the issue price of the Proposed Shares will not be less than 80% of the five (5) Trading Day VWAP.
Example 1 : Using the current Share price of $0.016 at the time of preparing the Notice as being equivalent to the five (5) Trading Day VWAP for illustration purposes, the issue price will not be less than 80% of $0.016, which is $0.013. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution 5 would be approximately 153,846,154 Shares.
Example 2: If the five (5) Trading Day VWAP is decreased by 50% which is equal to $0.008, the issue price will not be less than 80% of $0.008, which is $0.0064. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution 5 would be approximately 312,500,000 Shares.
Example 3: If the five (5) Trading Day VWAP is increased by 50% which is equal to $0.024, the issue price will not be less than 80% of $0.024, which is $0.019. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution 5 would be approximately 105,263,158 Shares.
Potential Dilution Effect:
| Total number of Proposed Shares |
Total no. of Shares on issue post issue of Shares |
Dilution Factor* |
|---|---|---|
| 153,846,153 | 942,895,424 | 16.31% |
| 312,500,000 | 1,101,549,271 | 28.37% |
| 105,263,158 | 894,312,429 | 11.77% |
*The dilution factor does not take into account the impact of any exercise of convertible Securities.
-
(vii) the proceeds from the Proposed Share Issue will be used for the technical development of the Company’s business development, marketing costs and research, and to pay for the transaction’s costs related to the Proposed Share Issue and for working capital and corporate purposes.
-
(viii) a voting exclusion statement is included in the Notice for Resolution 5.
Board Recommendation
The Board recommends that Shareholders vote in favour of Resolution 5.
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16
ASX Listing Rule 7.1A
Resolution 6 – ASX Listing Rule 7.1A Approval of Future Issue of
Securities
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
Under 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 add an additional 10% capacity.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).
As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $14.20 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.
This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.
If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this 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 Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.
Information Required by ASX Listing Rule 7.3A
The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.
Period for which the approval will be valid
An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:
-
(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
-
(b) the time and date of the entity’s next annual general meeting; and
-
(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
Minimum price at which the equity securities may be issued under Listing Rule 7.1A
Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.
The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades
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in that class were recorded immediately before:
-
(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
-
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.
Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used
As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.
As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the future growth of the Company.
Risk of economic and voting dilution to existing ordinary Securityholders
If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.
There is a risk that:
-
(a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
-
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;
Which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.
The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:
| Variable “A” ASX Listing Rule 7.1A.2 | Variable “A” ASX Listing Rule 7.1A.2 | Potential Dilution and Funds Raised | Potential Dilution and Funds Raised | Potential Dilution and Funds Raised |
|---|---|---|---|---|
| $0.008 | $0.016 | $0.032 | ||
| 50% decrease in issue price |
issue price(b) | 100% increase in issue price |
||
| “A” is the number of shares on issue,(a) being |
10% voting dilution(c) |
78,904,927 | 78,904,927 | 78,904,927 |
| 789,049,271 Shares | Funds raised | $631,239 | $1,262,479 | $2,524,958 |
| “A” is a 50% increase in shares on issue, being |
10% voting dilution(c) |
118,357,390 | 118,357,390 | 118,357,390 |
| 1,183,573,906 Shares | Funds raised | $946,859 | $1,893,718 | $3,787,436 |
| “A” is a 100% increase in shares on issue, being |
10% voting dilution(c) |
157,809,854 | 157,809,854 | 157,809,854 |
| 1,578,098,542 Shares | Funds raised | $1,262,479 | $2,524,958 | $5,049,915 |
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Notes:
-
(a) Based on the total number of fully paid ordinary Shares on issue as at 30 August 2024.
-
(b) Based on the closing price of the Company’s Shares on ASX as at 30 August 2024.
-
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
-
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.
-
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.
Allocation policy for issues under Listing Rule 7.1A
The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:
-
(a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
-
(b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
-
(c) the potential effect on the control of the Company;
-
(d) the Company’s financial position and the likely future capital requirements; and
-
(e) advice from the Company’s corporate or financial advisors.
Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.
If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.
Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.
Issue or agreement to issue equity securities under Listing Rule 7.1A in the 12 months prior to AGM
The Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.
This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the
Flexiroam Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.
Directors’ recommendation
The Board of Directors recommend that Shareholders vote for this Resolution.
Enquiries
Shareholders are asked to contact the Company Secretary on +61 2 9409 7000 if they have any queries in respect of the matters set out in these documents.
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Glossary
AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.
Annual Financial Report means the 2024 Annual Report to Shareholders for the year ended 30 June 2024 as lodged by the Company with ASX on 2 September 2024.
Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.
ASIC means Australian Securities and Investment Commission.
Associate has the meaning given to it by the ASX Listing Rules.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.
ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.
Auditor’s Report means the auditor’s report of Rothsay Audit & Assurance Pty Ltd dated[insert] as included in the Annual Financial Report.
Board means the current board of Directors of the Company.
Business Day means a day on which trading takes place on the stock market of ASX.
Chair means the person chairing the Meeting.
Closely Related Party of a member of the KMP means:
-
(a) a spouse or child of the member;
-
(b) a child of the member’s spouse;
-
(c) a dependant of the member or of the member’s spouse;
-
(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 Company;
-
(e) a company the member controls; or
-
(f) a person prescribed by the Corporation Regulations 2001 (Cth).
Company means Flexiroam Limited ACN 143 777 397.
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.
Director means a current director of the Company.
Directors’ Report means the report of Directors as included in the Annual Financial Report.
Dollar or “ $ ” means Australian dollars.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
KMP means key management personnel (including the Directors) whose remuneration details are
Flexiroam Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
21
included in the Remuneration Report.
Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 2 September 2024 including the Explanatory Statement.
Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
Proxy Form means the proxy form attached to this Notice of Meeting.
Remuneration Report means the remuneration report as set out in the Annual Financial Report.
Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.
Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.
Securities mean Shares and/or Options (as the context requires).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Share Registry means Automic Pty Ltd.
Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
Spill Meeting means the meeting that will be convened within 90 days of the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.
Spill Resolution means the resolution required to be put to Shareholders at the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.
Trading Day has the meaning given to that term in ASX Listing Rule 19.12.
VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.
Flexiroam Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Flexiroam Limited | ABN 27 143 777 397
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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form
for online Securityholder registration.
Your proxy voting instruction must be received by 01.00pm (AEST) on Wednesday, 02 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 – APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.
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BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:
WEBSITE: https://automicgroup.com.au/
PHONE:
1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
STEP 1 - How to vote
APPOINT A PROXY:
VIRTUAL PARTICIPATION AT THE MEETING:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Flexiroam Limited, to be held virtually at 01.00pm (AEST) on Friday, 04 October 2024 hereby:
The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as meeting platform powered by Automic, where your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or shareholders will be able to watch, listen, and the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have vote online. been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. To access the virtual meeting: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is click “register” if you haven’t already created entitled to vote. an account. Shareholders are encouraged to Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising create an account prior to the start of the the Chair to vote in accordance with the Chair’s voting intention. meeting to ensure there is no delay in attending the virtual meeting
Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.
STEP 2 - Your voting direction
| AMP Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Christopher Burton as a Director 3 Re-election of Tat Seng Koh as a Director 4 Cancellation of 3,405,490 Forfeited Employee Shares 5 Approval to Issue up to $2,000,000 worth of Shares 6 ASX Listing Rule 7.1A Approval of Future Issue of Securities Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. |
|---|
| a poll and your votes will not be counted in computing the required majority on a poll. | a poll and your votes will not be counted in computing the required majority on a poll. | a poll and your votes will not be counted in computing the required majority on a poll. | ||
|---|---|---|---|---|
| S STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: |
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| Contact Daytime Telephone Date (DD/MM/YY) |
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| / / |
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| By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible). |