INVESTSMART GROUP LIMITED — AGM Information 2017

Oct 19, 2017

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Notice of Annual General Meeting

InvestSMART Group Limited ACN 111 772 359 (ASX: INV)

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Notice of Annual General Meeting

InvestSMART Group Limited ACN 111 772 359

Notice is given that the Annual General Meeting of InvestSMART Group Limited ACN 111 772 359 ( Company ) will be held at:

Location	‘The Clarence Meeting Room’, AIDC Members Lounge, Level 1, 20 Bond Street, Sydney NSW 2000
Date	22 November 2017
Time	11.00am AEDT

Ordinary Business

Financial Statements and Reports

To consider and receive the financial report, the Directors’ report and the auditor’s report for the year ended 30 June 2017.

Directors’ Remuneration Report

To consider and, if in favour, pass the following resolution in accordance with section 250R(2) Corporations Act:

• 1 ‘That the Remuneration Report be adopted.’

Note: This resolution shall be determined under section 250R(2) Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

Re-election of Mr Paul Clitheroe AM

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 2 ‘That Mr Paul Clitheroe AM, who retires by rotation in accordance with the Company’s Constitution, and being eligible, be re-elected as a Director of the Company.’

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr Paul Clitheroe abstaining) unanimously recommend that you vote in favour of this resolution.

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Special Business

Adoption of a new Constitution

To consider and, if in favour, to pass the following resolution as a special resolution:

• 3 ‘That the new Constitution tabled at the meeting, and signed by the Chairperson for the purpose of identification, is approved and adopted as the InvestSMART Group Limited Constitution, in place of the current Constitution, with effect from the close of the Meeting.’

Note: This resolution as a special resolution must be passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.

The Directors unanimously recommend that you vote in favour of this resolution.

Dated: 18 October 2017

By order of the Board

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Grant C Winberg

Company Secretary

Voting Exclusion Statement

Corporations Act

Resolution 1 - The Company will disregard votes cast by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

However, for the purposes of Listing Rule 14.11, the Company will not disregard a vote if:

• (a) 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

• (b) it is cast by the person chairing the meeting 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.

Notes

• (a) Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have the meaning given to them in the Explanatory Memorandum.

• (b) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

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• (c) The proxy need not be a Shareholder of the Company. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form to the Company’s share registry Boardroom Pty Ltd, GPO Box 3993, Sydney, NSW, 2001.

• (e) To be effective, the proxy must be received at the share registry of the Company no later than 11.00 a.m. (AEDT) on Monday, 20 November 2017 (48 hours before the commencement of the meeting).

• (f) A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (g) The Company has determined under regulation 7.11.37 Corporations Regulations that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of Shareholders as at 7:00 p.m. (AEDT) on Monday, 20 November 2017.

• (h) If you have any queries, including how to cast your votes, please contact 02 8305 6072 (within Australia) or +61 2 8305 6072 (outside Australia) during business hours.

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Explanatory Memorandum

InvestSMART Group Limited ACN 111 772 359 ( Company )

This Explanatory Memorandum accompanies the notice of Annual General Meeting of the Company to be held at 11.00am (AEDT) 22 November 2017.

The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice of Meeting.

Financial Statements and Reports

• 1 The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the report of the Directors, the auditor’s report and the financial report be laid before the Annual General Meeting.

• 2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports.

• 3 Shareholders will be given a reasonable opportunity at the meeting to raise questions and make comments on these reports.

• 4 In addition to asking questions at the meeting, Shareholders may address written questions to the chairman about the management of the Company or to the Company’s auditor, Grant Thornton, if the question is relevant to:

• (a) the content of the auditor’s report; or

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

• 5 Written questions for the auditor must be delivered by 5:00 p.m. (AEDT) on Wednesday, 15 November 2017. Please send any written questions for Ernst & Young to:

The Company Secretary Grant C Winberg PO Box Q744, Queen Victoria Building, NSW 1230

or via email to: a.davidson@investsmart.com.au

Resolution 1: Remuneration Report

• 6 The Remuneration Report is contained in the Annual Report. A copy is available on the Company’s website.

• 7 The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders.

• 8 The resolution of Shareholders is advisory only and not binding on the Company. The Board will take the discussion at the meeting into consideration when determining the Company’s

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remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues.

• 9 The Remuneration Report:

• (a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and

• (b) explains Board policies in relation to the nature and value of remuneration paid to nonexecutive Directors, executives and senior managers within the Company.

• 10 The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report.

Directors’ Recommendation

• 11 As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this resolution.

Resolution 2: Re-election of Mr Paul Clitheroe AM

• 12 Mr Paul Clitheroe AM retires from office under the Constitution and stands for re-election.

• 13 Paul Clitheroe is a founding director of leading financial planning firm ipac, and has been involved in the investment industry since he graduated from the University of New South Wales in the late 1970s. From 1993 to 2002 Mr Clitheroe hosted the popular Channel 9 program Money. Since 1999 he has been the chairman and chief commentator of Money magazine. He writes personal finance columns for metropolitan, suburban and regional newspapers across Australia and presents Talking Money on radio nationally. Mr Clitheroe has been a media commentator and conference speaker for more than 30 years, and is regarded as one of Australia's leading experts in the field of personal investment strategies and advice.

Mr Clitheroe is Chairman of Monash Absolute Investment Company Ltd and a Director of Wealth Defender Equities Ltd, both ASX-listed investment companies. He is also Chairman of the Australian Government Financial Literacy Board, Chairman of Financial Literacy Australia, Chairman of the youth anti-drink driving body, RADD, and a member of the Sydney University Medical School Advisory Board. In 2012, Macquarie University appointed Mr Clitheroe as Chair of Financial Literacy. He is a Professor with the School of Business and Economics.

Directors’ Recommendation

• 14 The Directors (with Mr Clitheroe abstaining) unanimously recommend the re-election of Mr Clitheroe to the Board.

Special Business

Resolution 3: Adoption of a new Constitution

The current Company Constitution contains a number of out-dated rules which are inconsistent with the Listing Rules or the Corporations Act. The proposed changes include modernising the Constitution to allow greater flexibility for Board meetings, Shareholder meetings and voting.

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Set out below is a non-exhaustive list of the key differences between the Company’s current Constitution and the Constitution proposed to be adopted:

Rules 2.9, 2.10 and 4.5 - Stapling

• 1 The Constitution provides for the stapling of the Company shares. As this is not applicable these rules have been removed.

Rules 4.2 and 4.3 – Registration of transfers of securities

2 This rule has been updated to make it more consistent with the Listing Rules.

Rule 5.9 – Proxies

3 These rules have been updated to allow more options for Shareholders to vote including direct voting and voting by email.

Rule 6.3 – Remuneration

• 4 This rule includes retirement benefits for directors. No director has ever received a retirement benefit from the Company. As the Corporations Act sets out how and when retirement benefits may be paid (including when shareholder approval is required), the retirement benefit provisions in this rule have been deleted.

Rules 6.7 to 6.29 – Director meeting procedures

• 5 These rules have been updated to allow the Board greater flexibility in conducting meetings and passing Board resolutions.

Rule 8 – Distribution of profits

6 Amendment to provisions relating to dividends for consistency with the Listing Rules.

Rule 9 – Notices

7 Amendments to this rule to provide for notices by electronic means.

New rule 13 – Unmarketable parcels

• 8 This new rule allows the Company to deal with unmarketable parcels of shares in a manner consistent with the Corporations Act and Listing Rules.

Other than those differences set out above, the Constitution proposed to be adopted by the Company includes variations aimed at modernising the Company’s corporate governance consistent with the Listing Rules and Corporations Act.

A full copy of the Company’s current Constitution and the Constitution proposed to be adopted can be obtained by Shareholders from the Company free of charge by contacting The Company Secretary.

Directors’ Recommendation

The Directors of the Company unanimously recommend Shareholders vote in favour of this Resolution.

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Glossary

InvestSMART Group Limited ACN 111 772 359

Annual General Meeting	means the Company’s annual general meeting the subject of this Notice of Meeting.
Annual Report	means the 2017 annual report of the Company.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).
Board	means the board of directors of the Company.
Company	means InvestSMART Group Limited ACN 111 772 359.
Constitution	means the constitution of the Company.
Corporations Act	means the Corporations Act 2001 (Cth).
Corporations Regulations	means the Corporations Regulations 2001 (Cth).
Directors	means the directors of the Company.
Explanatory Memorandum	means the explanatory memorandum attached to the Notice of Meeting.
Key Management Personnel	means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).
Listing Rules	means the listing rules of ASX.
Notice of Meeting	means the notice of meeting and includes the Explanatory Memorandum.
Remuneration Report	means the section of the Directors’ report for the 2017 financial year that is included under section 300A(1) Corporations Act.
Shares	means the existing fully paid ordinary shares in the Company.
Shareholder	means a person who is the registered holder of Shares.

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