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IRON ROAD LIMITED AGM Information 2021

Oct 20, 2021

65140_rns_2021-10-20_e73b00bb-f99e-4e74-a8ce-e261786aeffc.pdf

AGM Information

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IRON ROAD LTD ACN 128 698 108

Notice of Annual General Meeting Explanatory Notes Proxy Form

Date of Meeting Wednesday, 24 November 2021

Time of Meeting 10:30am (AEDT) (Sydney time)

Place of Meeting Virtually (online)

Details on how to access the virtual Meeting are set out in this Notice.

This Notice of Annual General Meeting and Explanatory Notes should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of 2021 Annual General Meetin g

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF IRON ROAD LTD ACN 128 698 108 (“IRON ROAD” OR “COMPANY”) WILL BE HELD VIRTUALLY VIA AN ONLINE PLATFORM AT https://investor.automic.com.au ON WEDNESDAY, 24 NOVEMBER 2021, AT 10:30 AM (AEDT).

The business to be considered at the Annual General Meeting is set out below.

Defined terms used in this Notice of Meeting have the meanings given to those terms in the glossary at the end of the Explanatory Notes.

GENERAL BUSINESS

2021 Financial Statements

To receive, consider and discuss the Company’s annual financial report including the Directors’ Declaration for the year ended 30 June 2021 and the accompanying Directors’ Report, Remuneration Report and Auditor’s Report.

ORDINARY RESOLUTIONS

Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following Resolution as a non-binding Resolution:

“That the Remuneration Report that forms part of the annual financial report of the Company for the year ended 30 June 2021 be adopted for the purpose of section 250R(2) of the Corporations Act.”

Note: Section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Dr Peter Cassidy as a Director of the Company

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an Ordinary Resolution:

“That Dr Peter Cassidy, a Director retiring by rotation in accordance with clause 13.2 of the Constitution of the Company and ASX Listing Rule 14.5, being eligible, and having offered himself for re-election, be re-elected as a Director of the Company.”

Resolution 3 - Re-election of Mr Ian Hume as a Director of the Company

To consider and, if thought fit, to pass with or without amendment, the following Resolution as an Ordinary Resolution:

“That Mr Ian Hume, a Director retiring by rotation in accordance with clause 13.2 of the Constitution of the Company and ASX Listing Rule 14.5, being eligible, and having offered himself for re-election, be re-elected as a Director of the Company.”

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Voting exclusions and restrictions

Voting restriction in relation to Resolution 1

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

  • a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

  • a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

  • b) the voter is the Chair of the Meeting and the appointment of the Chair of the Meeting as proxy:

  • i) does not specify the way the proxy is to vote on this Resolution; and

  • ii) expressly authorises the Chair of the Meeting to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

Jaroslaw (Jarek) Kopias Company Secretary Iron Road Ltd Dated 21 October 2021

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YOUR VOTE IS IMPORTANT

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

IMPORTANT INFORMATION CONCERNING PROXY VOTES ON RESOLUTION 1

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their closely related parties to vote on the Resolutions connected directly or indirectly with the remuneration of the Key Management Personnel.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Company’s Chair of the Meeting as their proxy (including an appointment by default) are encouraged to direct the Chair of the Meeting as to how to vote on all Resolutions.

If the Chair of the Meeting is appointed, or taken to be appointed, as your proxy, you can direct the Chair of the Meeting to vote for, against or abstain from voting on Resolution 1 by marking the box opposite the respective Resolution on the Proxy Form. You should direct the Chair of the Meeting how to vote on these Resolutions.

However, if the Chair of the Meeting is your proxy and you do not direct the Chair of the Meeting how to vote in respect of Resolution 1 on the Proxy Form, you will be deemed to have directed and expressly authorised the Chair of the Meeting to vote your proxy in favour of the relevant Resolution(s). This express authorisation acknowledged that the Chair of the Meeting may vote your proxy even if:

  • (a) Resolution 1 is connected directly or indirectly with the remuneration of a member or members of the Key Management Personnel for the Company; and

  • (b) the Chair of the Meeting has an interest in the outcome of Resolution 1 and that votes cast by the Chair of the Meeting for this Resolution, other than as authorised proxy holder, will be disregarded because of that interest.

VIRTUAL (ONLINE) VOTING, ATTENDANCE ENTITLEMENT AND PROXY

In response to the global COVID-19 pandemic, the Corporations Act has been modified by the Treasury Laws Amendment (2021 Measures No.1 Bill) 2021, pursuant to which, subject to certain conditions being satisfied, companies required or permitted to hold a meeting pursuant to the Corporations Act may hold the meeting using one or more technologies.

Accordingly, in order to maximise the opportunity for Shareholder participation, the Board has determined that the Meeting will be held virtually (online) via an online platform. There will be no physical Meeting. Both Shareholders and visitors can attend the virtual Meeting which will be broadcast as a live webinar. Please pre-register in advance of the virtual Meeting here:

https://us02web.zoom.us/webinar/register/WN_3kCdQr_zSsuHuCXM9IBluQ

Each Resolution will be decided on a poll, such that every Shareholder shall have one vote for every Share registered in their name as at 6.30pm (AEDT) on 22 November 2021. Shareholders participating in the Meeting will be able to vote directly at any time between the start of the Meeting and the closure of voting as announced by the Chair of the Meeting.

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

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend personally via the online platform at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member’s behalf. In the interests of public health and safety of our Shareholders, due to the current COVID-19 pandemic, the Company encourages Shareholders to participate in the Meeting via the online platform or, if they are unable to attend personally, to sign and return the Proxy Form to the Company in accordance with the instructions set out on the Proxy Form (as there will be no physical Shareholder Meeting) .

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should appoint the Chair of the Meeting as their proxy to attend and vote on the Member’s behalf. The Company encourages shareholders to appoint the Chair of the Meeting as their proxy .

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In order to attend the Meeting, Shareholders, attorneys, proxies and representatives will need to:

  • a. have access to a desktop or mobile/tablet device with internet access to log onto the online platform prior to the commencement of the Meeting;

  • b. open their internet browser and go to https://investor.automic.com.au;

  • c. login with their username and password or click "register" if they haven't already created an account (Shareholders will need to provide their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) as applicable);

  • d. after logging in, click on "View" from the banner which appears at the top once the Meeting is open for registration; e. click on "Register" and follow the steps;

  • f. click on the URL to join the Meeting;

  • g. once the Chair of the Meeting has declared the poll open for voting, click on "Refresh" to be taken to the voting screen; and

  • h. select their voting direction and click "confirm" to submit their vote (Note that Shareholders cannot amend their vote after it has been submitted).

A detailed guide on how Shareholders can participate in the Meeting, together with a step-by-step guide to using the online - platform, is available to view and download from https://www.automicgroup.com.au/virtual agms/ ( Online Meeting Guide ).

Shareholders, their proxy, attorney or representative who plan on attending the Meeting are asked to log in to the online platform at least fifteen (15) minutes prior to the scheduled start time for the Meeting using the instructions out in this Notice of Meeting and the Online Meeting Guide, so that Shareholders can be checked against the Company’s Share register, or appointment as proxy, attorney or representative can be verified and their attendance noted.

Subject to the connectivity of their devices, at the Meeting, Shareholders will have the opportunity to hear the Chair of the Meeting speak and the discussions which occur at the Meeting, and to ask questions via the online platform.

The situation regarding COVID-19 is evolving rapidly and Iron Road is following the health advice of the Australian Government. Shareholders are encouraged to monitor the Company’s ASX announcements and website for any further updates in relation to arrangement for the Company’s Shareholder Meeting.

Shareholders are encouraged to lodge their Proxy Forms online at https://www.automicgroup.com.au/.

In completing the attached Proxy Form, Members must be aware that where the Chair of the Meeting is appointed as their proxy, they will be directing the Chair of the Meeting to vote in accordance with the Chair of the Meeting’s voting intention unless you indicate otherwise by marking the “For”, “Against” or “Abstain” boxes. The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. Members should note that they are entitled to appoint the Chair of the Meeting as a proxy with a direction to cast the votes contrary to the Chair of the Meeting’s voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chair of the Meeting.

A proxy need not be a Member of the Company. For the convenience of Members, a Proxy Form is enclosed. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In order to be valid, the Proxy Form must be received by the Company at the address specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 10:30am AEDT on 22 November 2021):

On-line: https://www.automicgroup.com.au/ By mail: Automic GPO BOX 5193 SYDNEY NSW 2001 By hand: Level 5, 126 Phillip Street SYDNEY NSW 2000 By e-mail: [email protected]

Any Proxy Forms received after that time will not be valid for the Meeting.

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A Member who is a body corporate may appoint a representative to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.

For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 6:30pm AEDT on 22 November 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

EXPLANATORY NOTES

These Explanatory Notes are for the information of Shareholders of Iron Road Ltd in connection with Resolutions to be considered at the Annual General Meeting of the Company to be held at 10:30am (AEDT) on Wednesday, 24 November 2021.

If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Introduction

These Explanatory Notes have been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be considered at the Annual General Meeting of the Company. The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

Terms defined in the Notice of Meeting have the same meaning in these Explanatory Notes.

Receiving financial statements and reports

The Corporations Act requires that Shareholders consider the annual consolidated financial statements and reports of the Directors and auditor every year.

There is no requirement either in the Corporations Act or the Constitution for Shareholders to approve the financial report, the Directors’ report or the auditor’s report. Shareholders will be given a reasonable opportunity at the Meeting to:

  • a) ask questions about, or make comments on, the management of the Company; and

  • b) ask a representative of the Company’s Auditor, questions relevant to:

  • 1) the conduct of the audit;

  • 2) the preparation and content of the Auditor’s Report;

  • 3) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

  • 4) the independence of the Auditor in relation to the conduct of the audit.

A Member who is entitled to cast a vote at the Meeting may submit written questions to the Company’s Auditor if the question is relevant to the content of the Auditor’s report or the conduct of the audit of the annual financial report. A written question must be submitted by giving the question to the Company no later than 5:00pm AEDT on Wednesday 17 November 2021, being five business days before the day on which the Meeting is to be held and, the Company will then, as soon as practicable after the question has been received, pass the question on to the Auditor.

The Chair of the Annual General Meeting will allow a reasonable opportunity at the Annual General Meeting for a representative of the Company’s Auditor to answer any such written questions submitted. If the Company’s Auditor has prepared written answers to written questions, the Chair of the Meeting may allow these to be tabled at the Meeting and such written answers will be available to Members as soon as practicable after the Meeting. The Company will make copies of the question list reasonably available to Members attending the Meeting.

No Resolution is required to be moved in respect of this item of General Business.

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Resolution 1 - Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2021 is set out in the Directors’ Report within the 2021 Annual Report, which is available on the Company’s website: http://www.ironroadlimited.com.au. The Remuneration Report sets out the Company’s remuneration arrangements for Directors, including the Managing Director, and members of the Company’s Key Management Personnel.

Section 300A of the Corporations Act requires the Directors to include a Remuneration Report in their report for the financial year. Section 250R(2) of the Corporations Act requires the Remuneration Report to be put to a vote at the Company’s Annual General Meeting. The vote on the Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

In relation to the non-binding Shareholder vote, under the Corporations Act, if 25% or more of the votes that are cast are voted against the adoption of a company’s remuneration report at two consecutive AGM’s, then Members will be required to vote at the second of those AGM’s on a resolution (“Spill Resolution”) that another meeting be held within 90 days at which all of the Company’s directors (except the Managing Director) cease to hold office immediately before the end of the “spill meeting” and must stand for re-election. The meeting may resolve to appoint those or other persons to the vacated positions. The Corporations Act also contains a re-setting mechanism so that a Spill Resolution could only be considered by Members at every second AGM. At the 2020 AGM, the Company’s Remuneration Report for the financial year ended 30 June 2020 received more than 99% of the votes cast in favour of the adoption of the Remuneration Report.

The Directors believe that the Company’s remuneration policies and structures are appropriate relative to the size of the Company and its business.

Board Recommendation : The Board, while noting that each Director has a personal interest in their own remuneration from the Company, recommends that Members vote in favour of Resolution 1.

Resolutions 2 and 3 - To Re-elect Dr Peter Cassidy and Mr Ian Hume as Directors

The Constitution of the Company requires that one third of the Directors in office (other than a Managing Director) must retire by rotation at each Annual General Meeting of the Company. Additionally, ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the Director’s appointment or 3 years, whichever is longer.

Dr Peter Cassidy and Mr Ian Hume therefore retire at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, have offered themselves for re-election at the Meeting.

Dr Peter Cassidy

Dr Cassidy was appointed as a Director on 11 October 2012 and the Board considers Dr Cassidy not to be an independent Director due to his holding of performance rights in the Company.

Dr Cassidy holds a degree in geology and a first class honours degree in chemistry from the University of Tasmania and a PhD in coal science from Monash University. He is an active private investor focussed on new developments.

Mr Ian Hume

Mr Hume was appointed as a Director on 27 February 2009 and the Board considers Mr Hume not to be an independent Director due to his holding of performance rights in the Company.

Mr Hume’s career in the resources industry stretches back several decades, primarily in the fields of managed fund investments, capital raising and project development. Mr Hume was a Founding Partner of The Sentient Group, a manager of closed end private equity funds specialising in global investments in the natural resource industries.

He retired from The Sentient Group in 2009. Prior to the founding of The Sentient Group, Mr Hume was a consultant to AMP’s Private Capital Division.

Board Recommendation : The Directors (other than Dr Peter Cassidy and Mr Ian Hume who are not entitled to make, and do not make, a recommendation in relation to their respective Resolutions) recommend that Shareholders vote in favour of Resolutions 2 and 3.

The Chair of the Meeting intends to vote all undirected proxies in favour of the re-election of Dr Casidy and Mr Hume.

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GLOSSARY

In the Notice of Annual General Meeting and Explanatory Notes:

AEDT means Australian Eastern Daylight Time.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors of Iron Road.

Chair of the Meeting means the chairman of the Meeting.

Closely Related Party has the meaning given to it in the Corporations Act and the Corporations Regulations.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a director of the Company.

Explanatory Notes means these Explanatory Notes.

Iron Road or Company means Iron Road Ltd (ABN 51 128 698 108).

Key Management Personnel means a member of the key management personnel as disclosed in the Remuneration Report.

Listing Rules and ASX Listing Rules means the listing rules of ASX.

Meeting or Annual General Meeting or AGM means the Annual General Meeting of Shareholders to be virtually (online) with voting via the online platform located at https://investor.automic.com.au on Wednesday 24 November 2021 at 10:30 am (AEDT). Member or Shareholder means each person registered as a holder of a Share.

Notice or Notice of Meeting means this Notice of Annual General Meeting.

Online Meeting Guide means the online meeting guides attached to this Notice of Meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

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

Remuneration Report means the section of the Directors' report of Iron Road that is included in the Annual Report. Resolution means a resolution referred to in this Notice.

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

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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 from the banner at the bottom of your screen that the meeting is open for registration. Click on “register”.

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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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Online Proxy Lodgment

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REGISTER

Step 1

  • Go to: https://investor.automic.com.au/#/home.

  • If you are a new user, select “register”.

  • If you are an existing user, simply sign in under the “Existing users sign in”. and follow the instructions in Step 2 of this guide.

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  • Start typing the company name or company code that you hold shares in and select the relevant company from the dropdown.

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REGISTER

  • Enter your unique Holder Number which can be found on your proxy form. This number starts with a capital letter “I” or “X”.

  • Enter the postcode recorded on the proxy form or select “change the country” if your holding is registered to an overseas address (then type and select the applicable country your holding is registered to).

  • Tick the box “I’m not a robot” and select “next”.

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  • Next, complete all information on the screen.

  • Once each field is completed correctly you will see a green tick appear at the end of the field. Where you have entered incorrect information, you will see a red a star.

  • Your password must contain: at least 8 characters, at least 1 number, at least 1 capital and lowercase letter and at least one special symbol (#, %, ! etc)

  • Click “sign up”.

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LOG IN

  • On the next screen simply select “login now”.

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Step 2

  • Under “existing users” enter the username and password you created in the previous steps and select “log in”.

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  • Select “Meetings”.

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VOTING

  • Select “Vote”.

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  • Select “Full holding” and select the box next to “Notice of Meeting”.

  • If you wish to nominate the Chair of the Meeting as your proxyholder simply select “next”.

  • If you wish to appoint a different proxyholder, place your cursor on “name of proxy” and type the name of your appointed proxyholder. Once you’ve typed the name in full press enter on your keyboard. This will replace “Chair of the meeting” with your chosen proxyholder.

  • Select “next”.

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VOTING

  • Mark your voting instruction next to each resolution. You must select a vote for each resolution before you can continue. Select “next”.

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  • Check your vote is as you intended.

  • If you are registered as a Corporation you must select the box next to “declaration”.

  • Then select “save” to save your proxy vote.

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VOTING COMPLETE

  • Your voting is complete.

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