FMR RESOURCES LIMITED - AGM Information 2019

Nvoi Limited www.nvoi.com.au Level 5, 126 Phillip Street Sydney, NSW 2000 ACN: 107 371 497

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Nvoi Limited

Notice of 2019 Annual General Meeting Explanatory Statement | Proxy Form

29 November 2019

12:00 noon AEDT

Address Arnold Bloch Leibler, Level 24, 2 Chifley Square Sydney NSW 2000

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
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	3
Notice of Annual General Meeting – Explanatory Statement	12
Glossary	30
Annexure A – Terms of Performance Options	32
Annexure B – Terms of Remuneration Options	34
Annexure C – Summary of Employee Incentive Securities Plan	36
Proxy Form	Attached

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12:00 noon (AEDT) on Friday, 29 November 2019 at Arnold Bloch Leibler, Level 24, 2 Chifley Square, Sydney NSW 2000.

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.

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/#/loginsahby 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.
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Online

Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby 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.

By post

Automic, GPO Box 5193, Sydney NSW 2001

By hand

Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

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.

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.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Nvoi Limited ACN 107 371 497 will be held at 12:00 noon (AEDT) on Friday, 29 November 2019 at Arnold Bloch Leibler, Level 24, 2 Chifley Square, Sydney NSW 2000 ( Meeting ).

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 7:00pm (AEDT) on Wednesday, 27 November 2019.

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 2019 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

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.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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 2019.”

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:

(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
(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 Steven Papadopoulos as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Mr Steven Papadopoulos, a Director appointed as an additional Director and holding office until the next annual 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 – Election of John Winters as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Mr John Winters, a Director appointed as an additional Director and holding office until the next annual 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.”

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

4. Resolution 4 – Election of Philip Crutchfield as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Mr Philip Crutchfield, a Director appointed as an additional Director and holding office until the next annual 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.”

ASX Listing Rule 7.1A (Additional 10% Capacity)

5. Resolution 5 – 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.”

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 5 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 those persons.
However, the Company need not disregard a vote if:
(i)	it is cast by a person as proxy for a person who is entitled to vote, in accordance with
	the directions on the proxy form; or
(ii)	it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a
	direction on the proxy form to vote as the proxy decides.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Ratification of Prior Issue of Shares

6. Resolution 6 – Ratification of Prior Issue of Tranche 1 Shares under Listing Rule 7.1

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 155,471,481 fully paid ordinary shares issued to the parties and on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

(a) a person who participated in the issue; or
(b) an Associate of those persons.

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Resolution 7 – Ratification of Prior Issue of Tranche 1 Shares under Listing Rule 7.1A

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 103,647,654 fully paid ordinary shares issued to the parties and on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

(a) a person who participated in the issue; or
(b) an Associate of those persons.

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue of Tranche 2 Shares

8. Resolution 8 – Approval of Issue of Tranche 2 Shares to Non-Related Party Investors

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 184,630,865 fully paid ordinary shares at an issue price of 1 cent ($0.01) per share to institutional and other sophisticated investors, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 8 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 those persons. However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. Resolution 9 – Approval of Issue of Tranche 2 Shares to John Winters, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 10,000,000 fully paid ordinary shares at an issue price of 1 cent ($0.01) per share to John Winters (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:

(a) Mr Winters and his nominees; or (b) an Associate of any person described in (a). However, the Company need not disregard a vote if:
(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

10. Resolution 10 – Approval of Issue of Tranche 2 Shares to Steven Papadopoulos, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 2,500,000 fully paid ordinary shares at an issue price of 1 cent ($0.01) per share to Steven Papadopoulos (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of:

(a) Mr Papadopoulos and his nominees; or
(b) an Associate of any person described in (a).

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

11. Resolution 11 – Approval of Issue of Tranche 2 Shares to Philip Crutchfield, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 5,000,000 fully paid ordinary shares at an issue price of 1 cent ($0.01) per share to Philip Crutchfield (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of:

(a) Mr Crutchfield and his nominees; or
(b) an Associate of any person described in (a).

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue of Performance Options

12. Resolution 12 – Approval of Issue of Performance Options

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 100,000,000 options to CareerOne Pty Ltd, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of:

(a) Career One Pty Ltd; or
(b) an Associate of Career One Pty Ltd.

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Issue of Remuneration Options

13. Resolution 13 – Approval of Issue of Remuneration Options to John Winters, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 15,000,000 options to Steven Papadopoulos, a Director of the Company, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 13 by or on behalf of:

(a) Mr Winters and his nominees; or
(b) an Associate of any person described in (a).

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

14. Resolution 14 – Approval of Issue of Remuneration Options to Steven Papadopoulos, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

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 14 by or on behalf of:
(a)	Mr Papadopoulos and his nominees; or
(b)	an Associate of any person described in (a).
However, the Company need not disregard a vote if:
(i)	it is cast by a person as proxy for a person who is entitled to vote, in accordance with
	the directions on the proxy form; or
(ii)	it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a
	direction on the proxy form to vote as the proxy decides.

15. Resolution 15 – Approval of Issue of Remuneration Options to Philip Crutchfield, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 15,000,000 options to Philip Crutchfield, a Director of the Company, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 15 by or on behalf of:

	(a)	Mr Crutchfield and his nominees; or
	(b)	an Associate of any person described in (a).
	However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Adoption of Employee Incentive Securities Plan

16. Resolution 16 – Adoption of Employee Incentive Securities Plan

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.2 (exception 9(b)) and for all other purposes, the Shareholders of the Company approve the adoption of the Nvoi Limited Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 16 by or on behalf of:

(a) any Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); or
(b) an Associate of those persons.

However, the Company need not disregard a vote if:

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(ii) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Adoption of New Constitution

17. Resolution 17 – Adoption of New Constitution

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, in accordance with section 136 of the Corporations Act, and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the Chairperson of the Meeting for identification purposes.”

Approval of Proportional Takeover Provisions in New Constitution

18. Resolution 18 – Approval of Proportional Takeover Provisions in New Constitution

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, subject to Resolution 17 being passed, the proportional takeover provisions in the form of schedule 5 of the new Constitution be included in the new Constitution for a period of three years commencing from the date of this Meeting.”

BY ORDER OF THE BOARD

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Sinead Teague Company Secretary 30 October 2019

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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 12:00 noon (AEDT) on Friday, 29 November 2019 at Arnold Bloch Leibler, Level 24, 2 Chifley Square, Sydney NSW 2000.

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 2019 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 www.nvoi.com.au.

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:

Conduct of the audit;
Preparation and content of the Auditor’s Report;
Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
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.

Please note that all written questions must be received at least five business days before the Meeting, which is by Friday, 22 November 2019.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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 www.nvoi.com.au.

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 2020 Annual General Meeting ( 2020 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2020 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 2020 AGM. All of the Directors who were in office when the 2020 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election 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.

Election of Directors

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 re-election.

ASX Listing Rule 14.4 also provides that each additional director of a company appointed during the year is to hold office until the next general meeting and is then eligible for election as a director.

Under Resolutions 2, 3 and 4 the Company is seeking the re-election of Directors appointed as additional Directors since the 2018 AGM.

Resolution 2 – Election of Steven Papadopoulos as Director

Mr Steven Papadopoulos was appointed as an additional Director on 16 April 2019 and seeks re-election at the AGM.

A summary of the qualifications and experience of Mr Papadopoulos is provided in the Annual Financial Report.

Directors’ recommendation

The Directors (excluding Mr Papadopoulos) recommend that Shareholders vote for this Resolution.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolution 3 – Election of John Winters as Director

Mr John Winters was appointed as an additional Director on 16 April 2019 and seeks re-election at the AGM.

A summary of the qualifications and experience of Mr Winters is provided in the Annual Financial Report.

Directors’ recommendation

The Directors (excluding Mr Winters) recommend that Shareholders vote for this Resolution.

Resolution 0 – Election of Philip Crutchfield as Director

Mr Philip Crutchfield was appointed as an additional Director on 17 October 2019 and seeks re-election at the AGM.

Mr Crutchfield is a barrister and a former partner of Mallesons Stephen Jacques (now King & Wood Mallesons). He is Non-Executive Chairman of ASX-listed Zip Co Limited (ASX:Z1P), a non-executive Director of ASX-listed Encounter Resources Limited and a board member of the Geelong Grammar School Council, Bell Shakespeare Theatre Company and the Victorian Bar Foundation Limited.

Directors’ recommendation

The Directors (excluding Mr Crutchfield) recommend that Shareholders vote for this Resolution.

ASX Listing Rule 7.1A

Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

ASX Listing Rule 7.1A enables eligible entities to seek Shareholder approval by Special Resolution passed at an annual general meeting to issue equity securities (which must be in the same class as an existing quoted class of equity securities of the Company) which do not exceed 10% of the existing ordinary share capital without further Shareholder approval. The ability of the Company to make an issue under Listing Rule 7.1A is in addition to its 15% placement capacity under Listing Rule 7.1.

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 is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

Approval under this Resolution is sought for the Company to issue equity securities under Listing Rule 7.1A.

If this Resolution is approved the Company may make an issue of equity securities under Listing Rule 7.1A at any time (either on a single date or progressively) up until the earlier of:

(a) the date which is 12 months after the date of the 2019 Annual General Meeting; or
(b) the 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).

Accordingly, the approval given if this Resolution is passed will cease to be valid on the earlier of 29 November 2020 or the date on which holders of the Company’s ordinary securities approve a transaction under Listing Rules 11.1.2 or 11.2.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

The maximum number of equity securities which may be issued in the capital of the Company under the approval sought by this Resolution will be determined in accordance with the following formula prescribed in Listing Rule 7.1A.2:

(A x D) – E

where:

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement to issue:
(i) plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid ordinary securities that became fully paid in the 12 months;
(iii) plus the number of fully paid ordinary securities issued in the 12 months with approval of the holders of ordinary securities under Listing Rules 7.1 and 7.4 (this does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without Shareholder approval); and
(iv) less the number of fully paid ordinary securities cancelled in the 12 months.
D is 10%.
E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of holders of ordinary securities under Listing Rules 7.1 or 7.4.

The ability of the Company to make an issue under Listing Rule 7.1A is in addition to its 15% placement capacity under Listing Rule 7.1. The effect of this Resolution will be to allow the Company to issue equity securities under Listing Rule 7.1A without using the Company’s 15% placement capacity under Listing Rule 7.1.

As at the date of this Notice, the Company has on issue 1,295,595,679 fully paid ordinary securities and

therefore has capacity to issue:

(a) subject to Shareholder approval being obtained for Resolutions 6 and 7 of this Notice, 194,339,352 equity securities under Listing Rule 7.1; and
(b) subject to Shareholder approval being sought under this Resolution, 129,559,558 equity securities under Listing Rule 7.1A.

The issue price of the equity securities issued under Listing Rule 7.1A will be determined at the time of issue. The minimum price at which the equity securities, the subject of this Resolution, will be issued is 75% of the volume weighted average market (closing) price ( VWAP ) of the Company’s equity securities over the 15 days on which trades in that class were recorded immediately before either:

(a) the date on which the price at which the equity securities are to be issued is agreed; or
(b) if the equity securities are not issued within 5 ASX trading days of the date in paragraph (a) the date on which the securities are issued.

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 of this Resolution; and
(b) the equity securities issued under Listing Rule 7.1A 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.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

The table set out below shows the dilution of existing Shareholders on the basis of:

The market price of the Company’s ordinary shares and the number of ordinary shares as at 28 October 2019.
Two examples where the number of ordinary shares on issue (“A”) has increased, by 50% and 100%. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require Shareholder approval (for example, pro-rata entitlements issues) or as a result of future specific placements under Listing Rule 7.1 that are approved by Shareholders.
Two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the market price as at 28 October 2019.

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2		Dilution

		$0.006 50% decrease in issue price	$0.012 issue price **	$0.024 100% increase in issue price
“A” is the number of shares on issue, being 1,295,595,679 * shares	10% voting dilution	129,559,568	129,559,568	129,559,568
	Funds raised	$777,357	$1,554,715	$3,109,430
“A” is a 50% increase in shares on issue, being 1,943,393,519 * shares**	10% voting dilution	194,339,351	194,339,351	194,339,351
	Funds raised	$1,166,036	$2,332,072	$4,664,144
“A” is a 100% increase in shares on issue, being 2,591,191,358 * shares ***	10% voting dilution	259,119,135	259,119,135	259,119,135
	Funds raised	$1,554,715	$3,109,430	$6,218,859

Notes:

(i) The table assumes that the Company issues the maximum number of equity securities available under Listing Rule 7.1A.
(ii) The table assumes that no options are exercised in ordinary shares before the date of the issue of equity securities under Listing Rule 7.1A.
(iii) 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.
(iv) The table shows the effect of an issue of equity securities under Listing Rule 7.1A, not under the Company’s 15% placement capacity under Listing Rule 7.1.
(v) The issue of equity securities under the Listing Rule 7.1A consists only of ordinary shares. If the issue of equity securities includes Options and/or Performance Rights, it is assumed that those Options and/or Performance Rights are exercised (or converted) into ordinary shares for the purposes of calculating the voting dilution effect on existing Shareholders.
Any issue of equity securities is required to be made in accordance with the Listing Rules. Any issue made other than under the Company’s 15% capacity (Listing Rule 7.1) or the Company’s additional 10% capacity (Listing Rule 7.1A) and not otherwise made under an exception in Listing Rule 7.2 (for example, a pro-rata rights issue) would require Shareholder approval.
** Based on the closing price of the Company’s Shares on ASX on 28 October 2019.
*** Based on the Company’s Share structure as at 28 October 2019.

If this Resolution is approved the Company will have the ability to issue up to 10% of its issued capital without further Shareholder approval and therefore allow it to take advantage of opportunities to obtain further funds if required and available in the future.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

As at the date of this Explanatory Statement, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A to any particular person or at any particular time. The total amount that may be raised by the issue of equity securities under Listing Rule 7.1A will depend on the issue price of the equity securities which will be determined at the time of issue. In some circumstances, the Company may issue equity securities under Listing Rule 7.1A for non-cash consideration (for example, in lieu of cash payments to consultants, suppliers or vendors). While the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A, some of the purposes for which the Company may issue equity securities under Listing Rule 7.1A include (but are not limited to):

(a) raising funds to further develop the Company’s business;
(b) raising funds to be applied to the Company’s working capital requirements;
(c) acquiring assets. In these circumstances, the issue of the ordinary shares may be made in substitution for the Company making a cash payment for the assets; and
(d) paying service providers or consultants of the Company.

Details regarding the purposes for which any particular issue under Listing Rule 7.1A is made will be more fully detailed in an announcement to the ASX made pursuant to Listing Rule 7.1A.4 and Listing Rule 3.10.5A at the time the issue is made. The identity of the allottees of equity securities under Listing Rule 7.1A will be determined at the time the Company decides to make an issue having regard to a number of factors including:

(a) the capital raising and acquisition opportunities available to the Company and any alternative methods for raising funds or acquiring assets that are available to the Company;
(b) the potential effect on the control of the Company;
(c) the Company’s financial situation and the likely future capital requirements; and
(d) advice from the Company’s corporate or financial advisors.

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.

The allocation policy the Company may adopt for a particular issue of equity securities under Listing Rule 7.1A and the terms on which those equity securities may be offered will depend upon the circumstances existing at the time of the proposed capital raising under Listing Rule 7.1A. Subject to the requirements of the Listing Rules and the Corporations Act, the 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.

As the Company has previously obtained Shareholder approval under Listing Rule 7.1A, it is required by Listing Rule 7.3A.6 to provide details of all issues of equity securities in the 12 months preceding the date of the Meeting. The details of all issues of equity securities by the Company during the 12 months preceding the date of the Meeting are detailed below:

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Number/Class of equity securities issued	Terms of the securities issued	Price and discount to closing market price on the date of issue (if any)	Consideration details	Allottees of the Securities
*Issued on 8 March 2019*
103,737,653 fully paid ordinary shares	Issue of shares to sophisticated and professional investors under a placement announced by the Company on 8 March 2019. The shares were fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.	Issue price of $0.0034 per share. Share price on date of issue was $0.004, which represents a discount of 15%.	Cash consideration of $352,708. All of these funds have been used by the Company for working capital purposes.	Sophisticated and professional investors
*Issued on 15 April 2019*
517,778,272 fully paid ordinary shares	Issue of shares pursuant to an underwritten 1 for 1 non-renounceable pro-rata entitlement offer, announced by the Company on 8 March 2019. The shares were fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.	Issue price of $0.003 per share. Share price on date of issue was $0.005, which represents a discount of 40%.	Cash consideration of $1,553,365. c.$330,000 of these funds have been used by the Company for working capital purposes. The balance of these funds will be used for further technical development of the Nvoi platform, the buildout of Nvoi’s own internal development and sales teams, promotional, advertising and marketing activities and for general working capital	Eligible shareholders
*Issued on 11 July 2019*
103,737,653 unlisted options	Issue of options on a 1 for 1 basis to ordinary shares issued under the placement announced by the Company on 8 March 2019. The options are exercisable at $0.0034 per option and expires on 30 November 2024.	N/A – issued for nil consideration	N/A – issued for nil consideration	Participants of the placement announced by the Company on 8 March 2019

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement


*Issued on 11 July 2019*
10,000,000 unlisted options	Issue of unlisted options as part of the brokerage fee for the share placement announced by the Company on 8 March 2019. 10,000,000 options are exercisable at $0.0034 per option and expires on 30 November 2022.	N/A – issued for nil consideration	N/A – issued for nil consideration	Diamond Capital Partners
*Issued on 24 October 2019*
155,471,481 fully paid ordinary shares	Issue of shares pursuant to a placement announced by the Company on 18 October 2019. The shares were fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.	Issue price of $0.0098 per share. Share price on date of issue was $0.013, which represents a discount of 24.6%.	Cash consideration of $1,523,620 (before costs). Funds will be used by the Company for further technical development of the Nvoi platform, the buildout of Nvoi’s own internal development and sales teams, promotional, advertising and marketing activities and for general working capital.	Institutional and other sophisticated investors
103,647,654 fully paid ordinary shares	Issue of shares pursuant to a placement announced by the Company on 18 October 2019. The shares were fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.	Issue price of $0.0103 per share. Share price on date of issue was $0.013, which represents a discount of 20.8%.	Cash consideration of $1,067,571 (before costs). Funds will be used by the Company for further technical development of the Nvoi platform, the buildout of Nvoi’s own internal development and sales teams, promotional, advertising and marketing activities and for general working capital.	Institutional and other sophisticated investors

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the 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.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Ratification of Prior Issue of Shares

Resolutions 6 and 7 – Ratification of Prior Issue of Tranche 1 Shares

Background

As announced by the Company on 18 October 2019, the Company received binding commitments from sophisticated and professional investors for a placement ( Placement ) raising approximately $4.6 million (before costs) for the Company, including participation from Directors to $175,000, which is considered under Resolutions 9-11 of this Notice.

It was noted that the Placement will be completed in two tranches as follows:

(a) Tranche 1 Shares : Issue of 155,471,481 shares at an issue price of $0.0098 per Share, and issue of 103,647,654 shares at an issue price of $0.0103 per Share; and
(b) Tranche 2 Shares : Subject to Shareholder approval being obtained, issue of 184,630,865 shares at an issue price of $0.01 per share to non-related parties, and issue of 17,500,000 shares at an issue price of $0.01 per share to related parties.

On 24 October 2019, the Company completed Tranche 1 of the Placement, which resulted in 155,471,481 Tranche 1 Shares being issued under ASX Listing Rule 7.1 and 103,647,654 Tranche 1 Shares being issued under ASX Listing Rule 7.1A, raising $2,591,191 (before costs) for the Company.

ASX Listing Rules 7.1 and 7.1A

Resolutions 6 and 7 proposes that Shareholders of the Company approve and ratify the prior issue and allotment of:

(a) Resolution 6: 155,471,481 fully paid ordinary shares under ASX Listing Rule 7.1; and
(b) Resolution 7: 103,647,654 fully paid ordinary shares under ASX Listing Rule 7.1A,

which were issued on 24 October 2019.

Listing Rule 7.1 allows an entity to issue (or agree to issue) up to 15% of the Company’s fully paid ordinary shares on issue in any 12 month period without the approval of the Shareholders of the Company.

Listing Rule 7.1A provides that, in addition to issues permitted without prior Shareholder approval under Listing Rule 7.1, an entity that is eligible and obtains Shareholder approval under Listing Rule 7.1A may issue (or agree to issue) during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in Listing Rule 7.1A. The Company is an eligible entity and sought and received Shareholder approval for this additional 10% capacity at the Company’s annual general meeting last year.

Listing Rule 7.4 provides that where an entity in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval under Listing Rule 7.1, thereby “refreshing” the Company’s capacity under Listing Rule 7.1. A note to Listing Rule 7.4 also provides it can also be used to ratify previous issue of securities made with approval pursuant to Listing Rule 7.1A.

Therefore, the effect of approval of Resolutions 6 and 7 is to allow the entity to retain the flexibility to issue additional securities within the 15% capacity under Listing Rule 7.1 and the additional 10% capacity under Listing Rule 7.1A, after this Resolution is adopted.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

(a) The Company issued:
(i) Resolution 6: 155,471,481 fully paid ordinary shares under ASX Listing Rule 7.1; and
(ii) Resolution 7: 103,647,654 fully paid ordinary shares under ASX Listing Rule 7.1A.
(b) The issue price of the Shares issued under ASX Listing Rule 7.1 was 0.98 cents ($0.0098) and the issue price of the Shares issued under ASX Listing Rule 7.1A was 1.03 cents ($0.0103).
(c) The Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(d) The Shares were issued to institutional and other sophisticated investors under the Placement.
(e) Funds raised from the issue of the Shares have been and will be used by the Company for further technical development of the Nvoi platform, the buildout of Nvoi’s own internal development and sales teams, promotional, advertising and marketing activities and for general working capital.

Issue of Tranche 2 Shares

Resolution 8 – Approval of Issue of Tranche 2 Shares to Non-Related Party Investors

Background

This Resolution seeks Shareholder approval to issue and allot up to 184,630,865 fully paid ordinary shares at an issue price of 1 cent ($0.01) per Share to professional and sophisticated investors (none of whom are related parties of the Company) which will raise up to $1,746,308.65 (before costs) for the Company pursuant to Tranche 2 of the Placement.

The effect of this Resolution is for Shareholders to approve the issue of these Shares to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The maximum number of Shares to be issued is 184,630,865.
(b) These Shares will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(c) The Shares will be offered at an issue price of 1 cent ($0.01) per Share.
(d) The allottees are institutional and other sophisticated investors under the Placement, none of whom are related parties of the Company.
(e) The Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(f) Funds raised from the issue of the Shares will be used by the Company for further technical development of the Nvoi platform, the buildout of Nvoi’s own internal development and sales teams, promotional, advertising and marketing activities and for general working capital.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolutions 9 to 11 – Approval of Issue of Tranche 2 Shares to Directors of the Company

Background

As announced by the Company on 18 October 2019, Director participation in Tranche 2 of the Placement (as detailed above) is subject to Shareholder approval being obtained.

Resolutions 9-11 seeks Shareholder approval to issue and allot:

(a) Resolution 9: 10,000,000 fully paid ordinary shares at an issue price of 1 cent ($0.01) per Share to John Winters (or his nominee), Director of the Company;
(b) Resolution 10: 2,500,000 fully paid ordinary shares at an issue price of 1 cent ($0.01) per Share to Steven Papadopoulos (or his nominee), Director of the Company; and
(c) Resolution 11: 50,000,000 fully paid ordinary shares at an issue price of 1 cent ($0.01) per Share to Philip Crutchfield (or his nominee), Director of the Company.

Related Party Approvals

ASX Listing Rule 10.11 provides that the Company, as a listed company, must not issue equity securities to a related party without Shareholder approval.

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

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.

The proposed issue of Shares (which is a type of equity security, for the purposes of the ASX Listing Rules) constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the 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 each of the Directors are current Directors of the Company, each of them is a “related party” of the Company for the purposes of the Corporations Act and the Listing Rules.

The Directors propose to subscribe for Shares at the same issue price as other non-related parties under Tranche 2 of the Placement, accordingly, the view was formed in relation to each Directors’ proposed participation in the Placement that the giving of this financial benefit were on arm’s length terms. Accordingly, the view has been formed that the issue of these Shares fall within the “arm’s length terms” exception as set out in section 210 of the Corporations Act.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of the Shares to Messrs John Winters, Steven Papadopoulos and Philip Crutchfield is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

(a) The related parties are as follows:
(i) Resolution 9: John Winters, Executive Director of the Company;
(ii) Resolution 10: Steven Papadopoulos, Non-Executive Director of the Company; and
(iii) Resolution 11: Philip Crutchfield, Non-Executive Chairman of the Company.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(b) The maximum number of Shares to be issued are as follows:
(i) Resolution 9: 10,000,000 Shares;
(ii) Resolution 10: 2,500,000 Shares; and
(iii) Resolution 11: 5,000,000 Shares.
(c) The Shares will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(d) The Shares will be issued at a price of 1 cent ($0.01) per Share.
(e) The Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(f) Funds raised from the issue of the Shares will be used by the Company for further technical development of the Nvoi platform, the buildout of Nvoi’s own internal development and sales teams, promotional, advertising and marketing activities and for general working capital.

Issue of Performance Options

Resolution 12 – Approval of Issue of Performance Options

Background

As announced by the Company on 18 October 2019, the Company has entered into a strategic partnership with CareerOne Pty Ltd ( CareerOne ) as part of the Company strategy to expand operations to move into full human resource management with an enhance Nvoi platform offering. The Company will leverage the Nvoi platform’s core functionality to handle employee onboarding, including ID and resume verification and contract management, time sheeting, rostering, payroll, superannuation and employee engagement and employee benefits regardless of the role in an organisation.

CareerOne provides a digital offering for candidate sourcing, talent management and employer branding, with a database of approximately 1.5 million active candidates, 70,000 jobs, 65,000 SMB clients and more than 500 recruitment agencies using CareerOne. John Winters, a Director of the Company, has been a non-executive director of CareerOne for the past 18 months and has an equity interest in CareerOne of approximately 13%. Philip Crutchfield, also a Director of the Company, has an equity interest in CareerOne of approximately 8%.

The arrangement will see CareerOne provide technical and sales support as well as incentives to drive up to $3 million in revenue for Nvoi over the next three years. Specifically, under the partnership CareerOne will provide the Company:

(a) access to its clients and database for the purposes of promoting the Company’s platform;
(b) lead generation, sales support and technical sales support for the Company’s platform; and
(c) technical resources and expertise, including scoping, strategy, product roadmap and development resources under agreed SLAs.

The Company has agreed to pay CareerOne a monthly development fee of $15,000 (plus GST) for providing technical and development services. In addition, to incentivise CareerOne to drive sales and revenue, the Company has agreed to issue, subject to Shareholder approval, 100,000,000 unlisted Options ( Performance Options ) to CareerOne, which will vest upon achievement of specified revenue milestones set out below.

A detailed summary of the agreement between the Company and CareerOne is set out in the Company’s announcement of 18 October 2019.

The purposes of this Resolution is for Shareholders to approve the issue of these Performance Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The maximum number of Performance Options to be issued is 100,000,000.
(b) These Performance Options will be issued on one date within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(c) The Performance Options will be offered as consideration for the services to be performed under the strategic partnership between the Company and CareerOne.
(d) The Performance Options will be issued to CareerOne.
(e) The Performance Options will have an exercise price of 1 cent ($0.01) per Performance Option and vest upon satisfaction of the following performance conditions:

Revenue Milestone	Number Performance Options Vesting	Milestone Achievement Sunset Date
Milestone 1 - $500,000)	33,333,333	31 December 2020
Milestone 2 - $1,500,000	33,333,333	31 December 2021
Milestone 3 - $3,000,000	33,333,334	31 December 2022

Performance Options that do not vest by the relevant milestone date will lapse. Once vested, the relevant Performance Options expire on the date that is 12 months from the date of vesting.

The terms “vest”, “vested” and “vesting” for these purposes mean that the relevant number of Performance Options may only be exercised after the relevant milestone has been achieved.

The relevant number of Performance Options will lapse if not the milestone is not achieved by the relevant sunset date. Once vested, the exercise period for the relevant Performance Options is 12 months from the date of vesting.

The full terms and conditions of the Performance Options are set out in Annexure A to this Notice.

(f) Funds will not be raised from the issue of these Performance Options.

Issue of Remuneration Options

Resolutions 13 to 15 – Approval of Issue of Remuneration Options to Directors

Background

As part of each of their remuneration, it is proposed that the Directors be granted unlisted Options which are designed to incentivise them and assist in aligning their interests with Shareholders of the Company ( Remuneration Options ).

Resolutions 13 to 15 seeks Shareholder approval to issue and allot:

(a) Resolution 13: 15,000,000 Remuneration Options to John Winters;
(b) Resolution 14: 15,000,000 Remuneration Options to Steven Papadopoulos; and
(c) Resolution 15: 15,000,000 Remuneration Options to Philip Crutchfield.

Related Party Approvals

ASX Listing Rule 10.11 provides that the Company, as a listed company, must not issue equity securities to a related party without Shareholder approval.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

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.

The proposed issue of Options (which is a type of equity security, for the purposes of the ASX Listing Rules) constitutes the giving of a financial benefit.

As each of the Directors are current Directors of the Company, each of them is a “related party” of the Company for the purposes of the Corporations Act and the Listing Rules.

The Board has considered the application of Chapter 2E of the Corporations Act and have formed the view that the giving of the financial benefit in the form and quantum of the proposed Remuneration Options comprises reasonable remuneration given the circumstances of the Company, the terms of the Options and the responsibilities held by the recipients of the Options and, accordingly, the issue of the Remuneration Options falls within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act and the Company will not seek approval pursuant to section 208 for their issue.

The proposed issue to the Remuneration Options is to occur outside of the proposed Employee Incentive Securities Plan (for which approval is being sought under Resolution 16 in order to maintain the Company’s capacity to issue securities within the 5% limit across its existing and proposed employee incentive schemes.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of the Remuneration Options to Messrs John Winters, Steven Papadopoulos and Philip Crutchfield is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

(a) The related parties are as follows:
(i) Resolution 13: John Winters, Executive Director of the Company;
(ii) Resolution 14: Steven Papadopoulos, Non-Executive Director of the Company; and
(iii) Resolution 15: Philip Crutchfield, Non-Executive Chairman of the Company.
(b) The maximum number of Remuneration Options to be issued to each of the Directors is 15,000,000.
(c) The Remuneration Options will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(d) The Remuneration Options will be offered for nil cash consideration.
(e) The full terms of the Remuneration Options are set out in Annexure B to this Notice.
(f) Funds will not be raised from the issue of these Remuneration Options as they are proposed to be issued as part of their remuneration as Directors of the Company.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Adoption of Employee Incentive Securities Plan

Resolution 16 – Adoption of Employee Incentive Securities Plan

Background

Shareholder approval is being sought to adopt an employee incentive securities plan scheme entitled “Nvoi Limited Employee Incentive Securities Plan” ( Plan ) under Resolution 16 of this Notice of Meeting.

A summary of the Plan is set out in Annexure C, and a full copy of the rules of the Plan is available upon request from the Company.

ASX Listing Rules

If this Resolution is approved by Shareholders for all purposes under the Corporations Act and the ASX Listing Rules, including ASX Listing Rule 7.2 (exception 9(b)), it will have the effect of enabling the securities issued by the Company under the Plan to be automatically excluded from the formula to calculate the number of securities which the Company may issue in any 12 month period using Listing Rule 7.1 (15% capacity) during the next three year period.

Shareholder approval for the Plan has not been previously sought from Shareholders under ASX Listing Rule 7.2 (exception 9(b)). Accordingly, this would be the first time that the Company has sought Shareholder approval for the Plan for the purposes of ASX Listing Rule 7.2 (exception 9(b)) and no securities have been issued under the Plan.

Pursuant to the ASX Listing Rules, Shareholders must re-approve the Plan and all unissued securities issuable pursuant thereto every 3 years.

Resolution 16 is an ordinary resolution.

Directors Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Adoption of New Constitution

Resolution 17 – Adoption of New Constitution

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 17 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new Constitution which is of the type required for a listed public company limited by shares and updated to ensure it reflects the current provisions of the Corporations Act and the Listing Rules.

This will incorporate amendments to the Corporations Act and the Listing Rules since the current Constitution was adopted in 2010. It will also incorporate amendments to the Listing Rules proposed by ASX to streamline the escrow regime in Chapter 9 and Appendix 9B of the Listing Rules.

Restricted securities are defined in Chapter 19 of the Listing Rules as securities issued in circumstances set out in Appendix 9B of the Listing Rules and securities that, in ASX’s opinion, should be treated as restricted securities. The proposed changes to Chapter 9 of the Listing Rules, in particular new Listing Rule 9.1(a), require that an entity which issues restricted securities or has them on issue must include in its constitution the provisions set out in rule 15.12 (being the proposed new Listing Rule 15.12).

The new constitution will comply with the proposed changes to Listing Rule 15.12 which are due to be finalised and released in December 2019. Under these changes, ASX will require certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form of Appendix 9A, as is currently the case. However, for less significant holdings (such as non-related parties

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

and non-promoters), ASX will instead permit the Company to issue restriction notices to holders of restricted securities in the form of a new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.

The Company currently has no restricted securities on issue and there are no plans to issue restricted securities.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the proposed constitution in its entirety rather than to amend a multitude of specific provisions in the existing Constitution.

It is not practicable to list all of the changes to the Constitution in this Explanatory Statement and Shareholders are invited to contact the Company if they have any queries or concerns. For this purpose, Shareholders wishing to obtain a copy of the proposed constitution should contact the Company.

Resolution 17 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Approval of Proportional Takeover Provisions in New Constitution

Resolution 18 – Approval of Proportional Takeover Provisions in New Constitution

The proposed new Constitution, the subject of Resolution 17, contains proportional takeover provisions which are set out in schedule 5 of the proposed new Constitution.

Resolution 18 seeks Shareholder approval for the proportional takeover provisions to be included in the new constitution with effect from the close of the Meeting, and is a special resolution, requiring approval of 75% of the votes cast by Shareholders entitled to vote on the resolution in order to be passed. Resolution 18 is subject to Shareholders approving the adoption of the new constitution under Resolution 17.

If Resolution 18 is passed, then schedule 5 of the proposed new Constitution will have effect as and from the close of the Meeting for a period of three years. After a period of three years, schedule 5 would cease to apply unless renewed by a further special resolution of Shareholders.

Section 648G(5) of the Corporations Act requires certain information to be included in a notice of meeting where a company seeks the approval of its members to adopt proportional takeover provisions. This information is set out below.

Proportional takeover bid

A proportional takeover bid is a takeover offer sent to all shareholders of a company, offering to purchase only a specified proportion of each shareholder’s shares. If a shareholder accepts, the shareholder disposes of that specified portion of shares and retains the balance.

Effects of the proposed proportional takeover provisions

The effects of the proposed proportional takeover provisions in the proposed new Constitution are that:

(a) if a bidder makes a proportional takeover bid for any class of shares in the Company, the Directors must ensure that a general meeting of members of that class is convened where a resolution to approve the bid is voted upon. The vote is decided on a simple majority. The bidder and its associates are excluded from voting on that approving resolution;

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(b) the resolution will be required to be passed in a general meeting before the time stated in section 648D of the Corporations Act, being the 14th day before the last day of the bid period ( approving resolution deadline ); and
(c) if the approving resolution is:
(i) not voted on at the end of the day before the approving resolution deadline, the bid will be taken to have been approved;
(ii) put to members and rejected before the approving resolution deadline, the bid cannot proceed and the offer will be taken to have been withdrawn. Any transfers giving effect to takeover contracts for the bid will not be registered and all offers under the takeover bid are taken to be withdrawn and all takeover contracts must be rescinded; or
(iii) passed (or taken to have been approved), the transfers must be registered (subject to other provisions of the Corporations Act and the Constitution).

The proportional takeover provisions do not apply to full takeover bids.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all of their Shares. By making a proportional bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of not being able to exit their investment in the Company by selling their entire shareholding and consequently being left as a minority shareholder in the Company. The bidder may be able to acquire control of the Company without payment of an adequate control premium.

The proportional takeover provisions allow Shareholders to decide if a proportional takeover bid is acceptable in principle and may assist in ensuring that any proportional takeover bid is appropriately priced. To assess the merits of the proportional takeover provisions, Shareholders should make a judgement as to what events are likely to occur in relation to the Company during the three year life of the proposed provisions.

Advantages and disadvantages

The Corporations Act requires this Explanatory Statement to discuss the advantages and disadvantages for Directors and Shareholders of the proportional takeover provisions which are proposed to be inserted in the proposed new Constitution.

The potential advantages for Shareholders of the proportional takeover provisions include the following:

(a) Shareholders have the right to decide, by majority vote, whether an offer under a proportional takeover bid should proceed. The proposal would enable Shareholders to act in a cohesive manner and thereby avoid the coercion of Shareholders that arises where they believe the offer to be inadequate, but nevertheless accept through fear that other Shareholders will accept;
(b) the provisions may assist Shareholders and protect them from being locked in as a minority;
(c) the existence of the approval machinery in the proposed new Constitution may make it more probable that any takeover bid will be a full bid for the whole shareholding of each Shareholder, so that Shareholders may have the opportunity of disposing of all their shares rather than of a proportion only;
(d) the provisions may increase the bargaining power of Shareholders and may assist in ensuring that any proportional takeover bid is adequately priced; and
(e) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders and assist in deciding whether to accept or reject an offer under a proportional takeover bid.

The potential disadvantages for Shareholders include the following:

(a) proportional takeover bids for Shares in the Company may be discouraged;

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(b) Shareholders may lose an opportunity to sell some of their Shares at a premium;
(c) it is possible that the existence of the provisions might have an adverse effect on the market value of the Shares by making a proportional takeover bid less likely and thereby reducing any takeover speculation element in the Share price;
(d) individual Shareholders may consider that the proportional takeover provisions would restrict their ability to deal with their shares as they see fit; and
(e) the likelihood of a proportional takeover bid succeeding may be reduced.

Knowledge of any acquisition proposal

At the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of a substantial interest in the Company.

Right to set aside Resolution

If Resolution 18 is passed, then within 21 days after the meeting, the holders of at least 10% of the Company’s shares have the right to apply to the court to have the resolution set aside. The court may set aside the Resolution if the court is satisfied in all the circumstances that it is appropriate to do so.

Directors’ recommendation

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provisions in the new constitution are in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 18.

Enquiries

Shareholders are asked to contact the Company Secretary on (02) 8093 1163 if they have any queries in respect of the matters set out in these documents.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2019 Annual Report to Shareholders for the period ended 30 June 2019 as lodged by the Company with ASX on 29 August 2019.

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 Stantons International dated 29 August 2019 as included in the Annual Financial Report.jo

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 Nvoi Limited ACN 107 371 497.

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 included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 30 October 2019 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Nvoi Limited | Annual General Meeting – Notice of Meeting and 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.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

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, Options and Performance Rights (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, Level 5, 126 Phillip Street, Sydney NSW 2000.

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 2020 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2020 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2020 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2020 AGM.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure A – Terms of Performance Options

The Performance Options ( Options ) will have the following terms and conditions:

(a) The Options will be exercisable at 1 cent ($0.01) each ( Exercise Price ).
(b) Each Option will entitle the holder to subscribe for one Share.
(c) The Options are only exercisable after the achievement of the milestones as set out below:

Milestone 1 - 33,333,333 Options become exercisable upon the Company earning Revenue of at least $500,000, which must occur by 31 December 2020

Milestone 2 - 33,333,333 Options become exercisable upon the Company earning Revenue of at least $1,500,000, which must occur by 31 December 2021 and includes any Revenue earned in the achievement of Milestone 1 (if achieved)

Milestone 3 - 33,333,334 Options become exercisable upon the Company earning Revenue of at least $3,000,000, which must occur by 31 December 2022 and includes any Revenue earned in the achievement of Milestones 1 and/or 2 (if achieved)

where:

“Revenue” means aggregate revenue that the Company actually receives as payment for the use of the Nvoi platform from users that are introduced to the platform by the Option holder in accordance with the strategic partnership agreement dated 18 October 2019 (as may be replaced) between the Company and the Option holder, not being users that the Company has acquired independently or from third parties.

(d) Once Options becomes exercisable, the Option holder must exercise the Options within 12 months of that date after which time, unless earlier exercised, the Options will expire and lapse.
(e) Subject to paragraph (d), the Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the full payment of the Exercise Price to the registered address of the Company at any time prior to the relevant expiry date for the Options.
(f) Upon the valid exercise of the Options the Company will issue Shares ranking pari passu with the then existing Shares on issue.
(g) The Option holder will be permitted to participate in new issues of securities of the Company only upon the prior exercise of the Options, in which case the holder of the Options will be afforded such period of notice as prescribed under the ASX Listing Rules to exercise the Options.
(h) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
(1) the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on Shareholders; and

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(2) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(i) There is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
(j) If there is a bonus issue to the holders of Shares, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
(k) The Options are transferable only with the prior written consent of the Company.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure B – Terms of Remuneration Options

The Remuneration Options ( Options ) will have the following terms and conditions:

(a) The Options will be exercisable at the greater of:
(1) 2 cents ($0.02); or
(2) 130% of the 5-day VWAP prior to and including the date of the AGM to approve the Remuneration Options,

( Exercise Price ).

(b) Unless earlier exercised, the Options will expire on 30 November 2024 ( Expiry Date ). Options not exercised before the Expiry Date will expire.
(c) Each Option will entitle the holder to subscribe for one Share.
(d)
The Options are exercisable at any time prior to the Expiry Date.
(e) The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the full payment of the Exercise Price to the registered address of the Company at any time prior to the Expiry Date.
(f) (i) Notwithstanding the requirement for payment of the Exercise Price in accordance with paragraph (e), in order to exercise some or all of the Options, the holder may, subject to sub-paragraph (f)(iv), elect to pay the Exercise Price by using the cashless exercise facility provided for under this paragraph (f) ( Cashless Exercise Facility ).
(ii) The Cashless Exercise Facility entitles the holder to set-off the Exercise Price against the number of Shares which the holder is entitled to receive upon exercise of the holder’s Options. By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set-off.
(iii) If the holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average prices at which Shares were traded on the ASX over the five trading day period immediately preceding the exercise date) calculated in accordance with the following formula:

S = O x (MSP – EP)

MSP

Where:

S = Number of Shares to be issued on exercise of the Options.

O = Number of Options

MSP = Market value of the Shares (calculated using the volume weighted average prices at which Shares were traded on the ASX over the five trading day period immediately preceding the exercise date).

EP = Option exercise price.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(iv) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with sub-paragraph (i)(iii)) is zero or negative, then the holder will not be entitled to use the Cashless Exercise Facility.
(g) Upon the valid exercise of the Options the Company will issue Shares ranking pari passu with the then existing Shares on issue.
(h) The Option holder will be permitted to participate in new issues of securities of the Company only upon the prior exercise of the Options, in which case the holder of the Options will be afforded such period of notice as prescribed under the ASX Listing Rules to exercise the Options.
(i) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
(1) the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on Shareholders; and
(2) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(j) There is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
(k) If there is a bonus issue to the holders of Shares, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
(l) The Options are transferable in accordance with the Corporations Act.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure C – Summary of Employee Incentive Securities Plan

Summary of the Plan and terms on which offers may be made:

1. Eligible Participant

Eligible Participant means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with ASX Listing Rule 10.14.

2. Purpose

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4. Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

6. Terms of Convertible Securities

Each "Convertible Security" represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

7. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

9. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

10. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

12. Rights attaching to Plan Shares

All Shares issued or transferred under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

13. Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Compliance with applicable law

No Security may be offered, grated, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offer

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

(i) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

(iii) an offer to a person situated at the time of receipt of the offer outside Australia;
(iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
(v) an offer made under a disclosure document,

would exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

17. Maximum number of Securities

The Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 15% of the total number of issued Shares at the date of the invitation.

18. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

19. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

20. Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

Nvoi Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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AI assistant

FMR RESOURCES LIMITED — AGM Information 2019

64933_rns_2019-10-29_fa372ad4-5a4b-4d80-9dcd-16a8b3645e58.pdf

Nvoi Limited

29 November 2019

12:00 noon AEDT

Contents

Venue and Voting Information

Your vote is important

Voting in person

Voting by proxy

Power of Attorney

Corporate Representatives

Notice of Annual General Meeting

Agenda

Ordinary business

Financial statements and reports

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

- Re election of Directors

2. Resolution 2 – Election of Steven Papadopoulos as Director

3. Resolution 3 – Election of John Winters as Director

4. Resolution 4 – Election of Philip Crutchfield as Director

ASX Listing Rule 7.1A (Additional 10% Capacity)

5. Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Ratification of Prior Issue of Shares

6. Resolution 6 – Ratification of Prior Issue of Tranche 1 Shares under Listing Rule 7.1

7. Resolution 7 – Ratification of Prior Issue of Tranche 1 Shares under Listing Rule 7.1A

Issue of Tranche 2 Shares

8. Resolution 8 – Approval of Issue of Tranche 2 Shares to Non-Related Party Investors

9. Resolution 9 – Approval of Issue of Tranche 2 Shares to John Winters, Director of the Company

10. Resolution 10 – Approval of Issue of Tranche 2 Shares to Steven Papadopoulos, Director of the Company

11. Resolution 11 – Approval of Issue of Tranche 2 Shares to Philip Crutchfield, Director of the Company

Issue of Performance Options

12. Resolution 12 – Approval of Issue of Performance Options

Issue of Remuneration Options

13. Resolution 13 – Approval of Issue of Remuneration Options to John Winters, Director of the Company

14. Resolution 14 – Approval of Issue of Remuneration Options to Steven Papadopoulos, Director of the Company

15. Resolution 15 – Approval of Issue of Remuneration Options to Philip Crutchfield, Director of the Company

Adoption of Employee Incentive Securities Plan

16. Resolution 16 – Adoption of Employee Incentive Securities Plan

Adoption of New Constitution

17. Resolution 17 – Adoption of New Constitution

Approval of Proportional Takeover Provisions in New Constitution

18. Resolution 18 – Approval of Proportional Takeover Provisions in New Constitution

BY ORDER OF THE BOARD

Explanatory Statement

Agenda

Ordinary business

Financial statements and reports

Written questions of the auditor

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

Voting

Election of Directors

Resolution 2 – Election of Steven Papadopoulos as Director

Directors’ recommendation

Resolution 3 – Election of John Winters as Director

Directors’ recommendation

Resolution 0 – Election of Philip Crutchfield as Director

Directors’ recommendation

ASX Listing Rule 7.1A

Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

(A x D) – E

Notes:

Directors’ recommendation

Ratification of Prior Issue of Shares

Resolutions 6 and 7 – Ratification of Prior Issue of Tranche 1 Shares

Background

ASX Listing Rules 7.1 and 7.1A

Information required by ASX Listing Rule 7.5

Issue of Tranche 2 Shares

Resolution 8 – Approval of Issue of Tranche 2 Shares to Non-Related Party Investors

Background

Information Required by Listing Rule 7.3

Resolutions 9 to 11 – Approval of Issue of Tranche 2 Shares to Directors of the Company

Background

Related Party Approvals

FMR RESOURCES LIMITED AGM Information 2019