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ASX RELEASE

18 October 2021

2021 AGM Notice of Meeting and Proxy

Applyflow Limited (ASX:AFW) ( Applyflow or Company ) attaches the following documents in relation to FY2021 Annual General Meeting:

AGM Notice of Meeting, including Virtual Meeting Registration and Voting Guide; and
Proxy Form.

This announcement was approved for release to ASX by Applyflow’s Board of Directors.

Contact

Steve Butler CEO [email protected]

John Winters Non-Executive Director [email protected]

About Applyflow

Applyflow is on a mission to make the recruitment experience better for everyone by giving recruiters an easy to use yet powerful tech solution to manage their entire business flow. A fresh take on what the recruitment process should be and the tools your team needs to make it a reality.

Applyflow Ltd. ABN 29 107 371 497

Level 4 82 Elizabeth Street Sydney NSW 2000

Applyflow Limited

https://www.applyflow.com/

Level 5, 126 Phillip St Sydney NSW 2000 ACN: 107 371 497

Applyflow Limited

Notice of 2021 Annual General Meeting Explanatory Statement | Proxy Form

18 November 2021

1:00PM AEDT

As a virtual meeting .

Given the significant health concerns attributed to the COVID-19 pandemic and restrictions issued by Australian state and federal governments, the Company is holding the Meeting as a Virtual Meeting.

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	5
Notice of Annual General Meeting – Explanatory Statement	10
Glossary	19
Annexure A – Terms of Lead Manager & Underwriter Options	21
Annexure B – Online Voting User Guide	22
Proxy Form	Separate

Important Information for Shareholders about the Company’s 2021 AGM

Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, circumstances may have changed, however, this Notice is given based on circumstances as at 7 October 2021.

Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.applyflow.com/.

Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the 2021 AGM as a virtual meeting, in a manner that is consistent with the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held as a virtual meeting .

- If you wish to virtually attend the AGM (which will be broadcast as a live webinar), please pre register in advance for the virtual meeting here:

https://us02web.zoom.us/webinar/register/WN_Eo_HxUfDQOOOvdLq_RU3BQ

After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the AGM.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to the Company Secretary at least 48 hours before the AGM to [email protected].

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

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

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website

(https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

I have an account with Automic, what are the next steps?

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the AGM:

Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password.
( Registration on the day ) If registration for the virtual meeting is open, click on ‘Meeting open for registration’ and follow the steps.
( Live voting on the day ) If live voting for the virtual meeting is open, click on ‘Meeting open for voting’ and follow the steps.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

Voting by proxy

To vote by proxy, please use one of the following methods:

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Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by
following the instructions: Login to the Automic website using the holding details as
shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the
front of the Proxy Form.
For further information on the online proxy lodgement process please see the
Online Proxy Lodgement Guide at
-
https://www.automicgroup.com.au/virtual agms/
By post Automic, GPO Box 5193, Sydney NSW 2001
By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
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Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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

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 provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Technical difficulties

Technical difficulties may arise during the course of the Annual General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

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Applyflow 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 Applyflow Limited ACN 107 371 497 will be held at 1:00PM AEDT on 18 November 2021 as a virtual meeting (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 16 November 2021.

In accordance with clause 5.10(b) of the Company’s Constitution, the Chair intends to call a poll on each of the resolutions proposed at the AGM. Each resolution considered at the AGM will therefore be conducted by a poll, rather than on a show of hands. The Chair considers voting by poll to be in the interests of the shareholders as a whole and is a way to ensure the views of as many shareholders as possible are represented at the meeting.

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 2021 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.

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Applyflow 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 2021.”

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 – Re-election of Mr 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 who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4 and 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

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

ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – 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 Resolution 3 by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of that person or those persons. As the company has no specific intention to issue equity securities to any parties under LR 7.1A, therefore, no votes will be disregarded.

However, this does not apply to a vote cast in favour of Resolution 3 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

Ratification of Prior Issue of Equity Securities

4. Resolution 4 – Ratification of Prior Issue of Options

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 10,000,000 options issued on 11 August 2021 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 4 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved, being Shaw and Partners Limited and GD Equities Pty Ltd; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	 the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	 the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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

Amendments to Constitution

5. Resolution 5 – Amendments to Constitution

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

“That, in accordance with section 136(2) of the Corporations Act, and for all other purposes, with effect from the end of the Meeting the Shareholders approve the amendments to the Constitution as described in the Explanatory Statement.”

BY ORDER OF THE BOARD

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David Franks Company Secretary

7 October 2021

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Applyflow 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 1:00PM AEDT on 18 November 2021 as a virtual meeting .

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 2021 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://www.applyflow.com/.

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 Thursday 11 November 2021.

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Applyflow 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 https://www.applyflow.com/.

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 2022 Annual General Meeting ( 2022 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2022 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 2022 AGM. All of the Directors who were in office when the 2022 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.

Directors’ recommendation

The Board of Directors is not making a recommendation for this Resolution.

The Chair intends to vote in favour of this resolution.

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

- Re election of Director

Resolution 2 – Re-election of Steven Papadopoulos as Director

Clause 6.3 of the Constitution requires that if the company has three or more Directors, one third of the Directors (rounded down to the nearest whole number) must retire at each annual general meeting.

The Directors to retire at an annual general meeting are those who have been longest in the office since their election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 6.3 of the Constitution is eligible for re-election.

ASX Listing Rule 14.4 also provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.

ASX Listing Rule 14.5 states that an election of directors must be held at each annual general meeting.

The Company currently has three Directors and accordingly one must retire.

Mr Steven Papadopoulos was appointed a Director of the Company on 16 April 2019 and was last re-elected as a Director at the 2019 Annual General Meeting and has not sought re-election since. Mr Papadopoulos has volunteered to retire in accordance with clause 6.3 of the Constitution and being eligible, seeks re-election.

Mr Papadopoulos has considerable experience in assisting and guiding small and micro-cap companies, including numerous technology companies, listed on the ASX. He is an experienced corporate lawyer, having worked at leading Australian and London law firms, in all areas of corporate and commercial law, with a focus on equity capital markets, M&A and private equity.

Directors’ recommendation

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

The Chair intends to vote in favour of this resolution.

ASX Listing Rule 7.1A

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As at the close of trading on 7 October 2021, the Company has a market capitalisation of approximately $17.75 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

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

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The capital structure of the Company as at 7 October 2021 is:

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Security Class (Listed) Number on issue
Listed Ordinary Shares 2,957,608,034
Security Class (Unlisted) Number on issue
Unlisted Options at $0.003, expiring 30 November 2022 10,000,000
Unlisted Options at $0.0034, expiring 30 November 2024 87,437,653
Unlisted Options at $0.01, expiring 31 December 2021 33,333,333
Unlisted Options at $0.01, expiring 31 December 2022 33,333,334
Unlisted Options at $0.01, expiring 11 August 2024 10,000,000
Unlisted Options at $0.0206, expiring 30 November 2024 57,500,000
Unlisted Options at $0.02, expiring 28 February 2023 3,000,000
Escrowed Unlisted Options at $0.02, expiring 17 November 2023 9,500,000
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Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
(b) the time and date of the entity’s next annual general meeting; and
(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average

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

market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. As the company has no specific intention to issue equity securities to any parties under LR 7.1A, therefore, no votes will be disregarded. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

(a) raising funds to further develop the Company’s business, including Applypay;
(b) raising funds to be applied to the Company’s working capital requirements; and
(c) acquiring assets in line with the Company’s business plans and strategy.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

(a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;
which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

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

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Potential Dilution and Funds Raised
$0.003 $0.006 $0.012
Variable “A” ASX Listing Rule 7.1A.2 50% decrease in issue prices [(b)] 100% increase in
issue price issue price
“A” is the number of 10% voting 295,760,803 295,760,803 295,760,803
shares on issue, being dilution [(c) ]
2,957,608,034 Shares [(a) ] Funds raised $887,285 $1,774,565 $3,549,130
“A” is a 50% increase 10% voting 443,641,205 443,641,205 443,641,205
in shares on issue, dilution [(c) ]
being Funds raised $1,330,924 $2,661,847 $5,323,694
4,436,412,051 Shares
“A” is a 100% increase 10% voting 591,521,607 591,521,607 591,521,607
in shares on issue, dilution [(c) ]
being Funds raised $1,774,565 $3,549,130 $7,098,259
5,915,216,068 Shares
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Notes:

(a) Based on the total number of fully paid ordinary Shares on issue as at 7 October 2021.
(b) Based on the closing price of the Company’s Shares on ASX as at 7 October 2021.
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

(a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
(b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
(c) the potential effect on the control of the Company;
(d) the Company’s financial position and the likely future capital requirements; and
(e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. As the company has no specific intention to issue equity securities to any parties under LR 7.1A, therefore, no votes will be disregarded. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients

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

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 Company has previously sought Shareholder approval under Listing Rule 7.1A, however the Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

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

The Chair intends to vote in favour of this resolution.

Ratification of Prior Issue of Equity Securities

Resolution 4 – Ratification of Prior Issue of Options

Background

As announced by the Company on 11 August 2021, the Company issued 10,000,000 (10 million) Options ( Options ) to the Lead Manager and Underwriter, Shaw and Partners, as part of their fee in relation to the recently completed Non-Renounceable Rights Issue utilising the Company’s existing capacity under Listing Rule 7.1.

On 1 July 2021 the Company announced that it would be undertaking a fully underwritten pro rata Entitlement Offer to raise capital to fund continues growth and product development ( Offer ). The Entitlement Offer was fully underwritten by Shaw and Partners, who were also appointed as the Lead Manager to the Entitlement Offer. As detailed in the Offer Document, released to the market on 1 July 2021, Shaw and Partners would be paid a fee of 6% of the aggregate offer together with 10 million Options to subscribe for Applyflow shares at an exercise price of $0.01, which are due to expire three years from their date of issue. The options are to vest 6 months after issue.

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 10 million Options, which was issued on 11 August 2021 ( Issue Date ).

All of the Options were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of Options did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule

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

7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of the Options for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of the Options will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the Issue Date.

If this Resolution is not passed, the issue of the Options will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

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 Options were issued to Shaw and Partners Limited (5,000,000 Options) and GD Equities Pty Ltd (5,000,000 Options) as part consideration of their fees for their services as Underwriter and Lead Manager in the Entitlement Offer announced on 1 July 2021.
(b) The Company issued 10 million Options.
(c) The full terms of the Options are set out in Annexure A of this Notice.
(d) The Options were issued on 11 August 2021.
(e) Each of the Options were issued at an exercise price of $0.01 per Option for Nil consideration.
(f) Funds were not raised from the issue of the Options as the Options were issued for services rendered by Shaw and Partners in the Entitlement Offer.
(g) The Options were issued under an agreement between the Company and Shaw and Partners. The material terms of the mandate agreement were to underwrite and act as lead manager to the Offer, for a fee of 6% of the aggregate Offer proceeds together with 10 million options to subscribe for Applyflow shares at an exercise price of $0.01 and expiring three years from their date of issue. Details of the Underwriting Agreement are set out in Section 6 of the Non-Renounceable Entitlements Issue Offer Document released to the ASX on 1 July 2021.

Directors’ recommendation

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

The Chair intends to vote in favour of this resolution.

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

Amendments to Constitution

Resolution 5 – Amendments to Constitution

Background

The Constitution was adopted at the Company’s 2019 annual general meeting, held on 29 November 2019, replacing the Company’s previous constitution.

The Company has recently undertaken a review of the Constitution and proposes a number of modifications to reflect certain changes to corporate governance practices, the Corporations Act 2001 and Listing Rules primarily to achieve efficient and flexible administration of the Company and relations with Shareholders, and to facilitate virtual general meetings.

Resolution 5 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).

Amendments

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 a marked up version of the proposed amended constitution should contact the Company.

The following is an overview of the proposed key amendments:

General Meetings

A number of amendments are proposed to be made to facilitate the use of virtual meetings by the Company, with the law having recently changed to allow the use of virtual or hybrid meetings.

The changes include clarifying that Directors may determine that a meeting be held by means of virtual meeting technology or other communication facilities that gives the members as a whole a reasonable opportunity to participate and vote, and providing the Directors with additional powers to postpone, cancel or adjourn a meeting in particular circumstances (eg due to public health orders).

Direct Voting

The changes will allow direct voting (whereby Shareholders may lodge a vote directly with the Company by way of post, fax or other electronic means, without having to attend a meeting or appoint a proxy or representative). Direct voting addresses deficiencies in existing voting procedures by facilitating greater voting participation and minimises the potential risks of a proxy vote not being cast. To facilitate the direct voting arrangements, the Directors will be authorised to prescribe rules governing direct voting.

Directors’ recommendation

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

The Chair intends to vote in favour of this resolution.

Enquiries

Shareholders are asked to contact the Company Secretary, David Franks on (02) 8072 1400 if they have any queries in respect of the matters set out in these documents.

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Applyflow 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 2021Annual Report to Shareholders for the period ended 30 June 2021 as lodged by the Company with ASX on 27 August 2021.

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 Audit and Consulting Pty Ltd dated 27 August 2021 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Applyflow 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 7 October 2021 including the Explanatory Statement.

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

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

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Registry.

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 2022 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2022 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2022 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2022 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

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

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

Annexure A – Terms of Lead Manager & Underwriter Options

The Options will have the following terms and conditions:

(a) The Options will be exercisable at $0.01 each ( Exercise Price ).
(a) Unless earlier exercised, the Options will expire at 5:00pm AEDT on 11 August 2024 ( Expiry Date ), vesting on 11 February 2022. Options not exercised before the Expiry Date will expire.
(b) The Options will entitle the holder to subscribe for one Share in the Company.
(c) The Options are exercisable at any time prior to the Expiry Date.
(d) 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.
(e) Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue Shares ranking pari passu with the then existing Shares on issue.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) The Options are transferable in accordance with the Corporations Act.

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

Annexure B - Online Voting User Guide

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

Virtual Meeting Registration and Voting

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REGISTRATION

Go to: https://investor.automic.com.au/#/home.
Log in using your existing username and password or click on “register” and follow the on-screen prompts to create your login credentials.

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Once logged in you will see that the meeting is open for registration. Click on “view”.

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Click on “register” to register your attendance for the meeting.

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REGISTRATION

Select “yes, I would like to vote” and then click “next”.

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You will be placed on a holding page until voting opens for the meeting. From here you can access the meeting video/audio by selecting the meeting URL.
Once the Chair of the Meeting declares voting open, you should select “refresh”.

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VOTING

The next screen will display the resolutions to be put to the meeting.
The Chair of the meeting will provide instructions on when to mark your vote.
You record your vote by selecting either “for”, “against” or “abstain” next to the appropriate resolution.
Once voting has been declared closed you must select “next” to submit your vote.

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On the next screen, check your vote is correct and select the box next to “declaration” – you cannot confirm your vote unless you select this box.
• Select “confirm” to confirm your vote – you CANNOT amend your vote after pressing the “confirm” button.

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VOTING COMPLETE

Your vote is now lodged and is final.

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[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

[HolderNumber]

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AI assistant

FMR RESOURCES LIMITED — AGM Information 2021

64933_rns_2021-10-17_5e0fc6bf-61fd-4bcc-b998-2227dd2f7077.pdf

ASX RELEASE

18 October 2021

2021 AGM Notice of Meeting and Proxy

Contact

About Applyflow

Applyflow Limited

Applyflow Limited

18 November 2021

1:00PM AEDT

As a virtual meeting .

Contents

Important Information for Shareholders about the Company’s 2021 AGM

Venue and Voting Information

Your vote is important

Voting virtually at the Meeting

How do I create an account with Automic?

I have an account with Automic, what are the next steps?

Voting by proxy

Power of Attorney

Corporate Representatives

Technical difficulties

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 – Re-election of Mr Steven Papadopoulos as Director

ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Ratification of Prior Issue of Equity Securities

4. Resolution 4 – Ratification of Prior Issue of Options

Amendments to Constitution

5. Resolution 5 – Amendments to 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

Directors’ recommendation

- Re election of Director

Resolution 2 – Re-election of Steven Papadopoulos as Director

Directors’ recommendation

ASX Listing Rule 7.1A

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Information Required by ASX Listing Rule 7.3A

Period for which the approval will be valid

Risk of economic and voting dilution to existing ordinary Securityholders

Notes:

Allocation policy for issues under Listing Rule 7.1A

Directors’ recommendation

Ratification of Prior Issue of Equity Securities

Resolution 4 – Ratification of Prior Issue of Options

Background

ASX Listing Rule 7.1

Information required by ASX Listing Rule 7.5

Directors’ recommendation

Amendments to Constitution

Resolution 5 – Amendments to Constitution

Background

Amendments

General Meetings

Direct Voting

Directors’ recommendation

Enquiries

Glossary

Annexure A – Terms of Lead Manager & Underwriter Options

Annexure B - Online Voting User Guide

Virtual Meeting Registration and Voting

REGISTRATION

FMR RESOURCES LIMITED AGM Information 2021