LASERBOND LIMITED - AGM Information 2019

LASERBOND LIMITED ACN 057 636 692

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00 am (AEDT) DATE : Thursday 10[th] October 2019 PLACE: The offices of LaserBond Limited Unit 2, 57 Anderson Road SMEATON GRANGE NSW 2567

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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 4631 4500.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	12

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Meeting of the Shareholders to which this Notice of Meeting relates will be held on Thursday 10[th] October 2019 at:

The offices of LaserBond Limited Unit 2, 57 Anderson Road SMEATON GRANGE NSW 2567

The Annual General Meeting of Shareholders will be held at 10.00 am (AEDT).

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) Email to [email protected]; or
(b) post or hand to LaserBond Limited, 2 / 57 Anderson Road, Smeaton Grange NSW 2567; or
(c) facsimile to the Company on facsimile number (+61 2) 4631 4555,

so that it is received not later than 10.00 am(AEDT) on Tuesday 8[th] October 2019.

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00 am (AEDT) on 10[th] October 2019 at the offices of LaserBond Limited at Unit 2, 57 Anderson Road, Smeaton Grange NSW 2567.

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 are 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 of the Company as at 7:00pm (AEDT) on Tuesday 8[th] October 2019.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of Directors, the Directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2019.”

3. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR WAYNE HOOPER

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

“That, for the purposes of clause 13.2 of the Constitution and for all other purposes, Mr Wayne Hooper, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR PHILIP SURIANO AS PART OF NON-EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE

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

“That, for the purpose of ASX Listing Rule 10.11, approval is given to the issue of 50,000 fully-paid ordinary Shares in the Company to Mr Philip Suriano in relation to non-executive director non-cash remuneration.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr Philip Suriano (or any associates of Mr Philip Suriano).

However, the Company need 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 directions on the Proxy Form; or

b) it is cast by the Chairman 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.

5. RESOLUTION 4 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%

To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution :

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given to the Company to issue 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 on the terms and conditions in the explanatory memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of 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 any associates of such a person.

However, the Company need 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 directions on the Proxy Form; or

b) it is cast by the Chairman 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.

DATED 2ND SEPTEMBER 2019

BY ORDER OF THE BOARD

MATTHEW TWIST LASERBOND LIMITED COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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.

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 of Shareholders to be held at 10.00 am (AEDT) on 10[th] October 2019 at the offices of LaserBond Limited, Unit 2, 57 Anderson Road, Smeaton Grange NSW 2565.

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.

1. IMPORTANT INFORMATION RELATED TO UNDIRECTED PROXIES

If a Shareholder appoints the Chairman of the meeting as their Proxy and does not specify how the Chairman is to vote on a resolution, except as expressly stated, the Chairman advises that he intends to vote each proxy, as proxy for that Shareholder, in favour of the resolution.

In particular, if you elect the Chairman to vote on your behalf as proxy holder and you do not give directions about how your vote should be cast, then your proxy will automatically become a directed proxy in favour of the resolution to adopt the Remuneration Report.

2. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with 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. These amendments may result in reducing the Company’s printing costs.

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’s annual financial report on its website at http://www.laserbond.com.au/investor-relations/financial-reports.html

3. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, the Corporations Act expressly provides that the vote on such a resolution is advisory only and does not bind the Directors or the Company. Votes will not be cast by those members listed within the remuneration report or a closely related party of such member unless a Proxy appointing the member by writing directs them to do so and said Proxy is not cast by a member listed on the remuneration report or a closely related party.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and key management personnel of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2019.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

4. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR WAYNE HOOPER

Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Wayne Hooper retires by rotation and seeks re-election.

5. RESOLUTION 3 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR PHILIP SURIANO AS PART OF NON-EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE

The Company provides remuneration to non-executive directors through both cash fees and noncash benefits in the form of equity issue.

The Board has determined that the non-cash benefits for the 2019 fiscal year would be 50,000 LaserBond Shares to each non-executive director who held a position on the Board for the full 2019 fiscal year. All Shares issued as part of a non-executive director’s remuneration have trading restrictions applicable, whereby the Shares cannot be traded until after one of the following conditions are met:

a) The non-executive director ceases their position on the Board for any reason.

b) Twenty-four months passes from the date of issue.

Mr Philip Suriano is entitled to the issue of a maximum of 50,000 Shares due to his position on the Board being for the full 2019 fiscal year. The deemed issue price will be $0.39 based on the closing Share price on 30 June 2019. The Shares are being issued as a non-cash component of non-executive director remuneration and accordingly no funds will be raised from their issue. The Shares will be issued no later than one (1) month after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The Shares will rank equally with all existing Shares.

6. RESOLUTION 4 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%

ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued capital in any twelve-month period without obtaining shareholder approval (subject to certain exceptions).

However, under ASX Listing Rule 7.1A, a company can seek approval by shareholders to allow an additional capacity to issue securities over a twelve-month period.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P / ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

This resolution seeks the approval by Shareholders for the additional capacity to issue equity securities. If the resolution is approved, then the Company, within the twelve months after Shareholder approval, may issue an additional 10% equity securities calculated in accordance with the formula in ASX Listing Rule 7.1A.2 which is as follows:

(A x D) – E where

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or date of agreement to issue

plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

plus the number of partly paid ordinary securities that became fully paid in the 12 months;

plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4 (This does not include an issue of fully-paid equity securities under the entity’s 15% placement capacity without Shareholder approval);

less the number of fully-paid ordinary securities cancelled in the 12 months.

D is 10%

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under ASX Listing Rule 7.1 or 7.4.

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.3A:

a) Any equity securities issued under rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities.
b) The minimum price at which equity securities can be issued will be calculated in accordance with ASX Listing Rule 7.1A.3 which specifically states the issue price of each equity security must be no less than 75% of the volume weighted average market price for equity securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:
the date on which the price at which equity securities are to be issued is agreed; or
if the equity securities are not issued within 5 trading days of the date in paragraph (a), the date on which the equity securities are issued.
c) if resolution 4 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, existing Shareholders economic and voting power in the Company will be diluted as shown in the table below under point c). There is a risk that:
The market price for the Company’s equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this approval under rule 7.1A; and
The equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date or the equity securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the equity securities.

The total number of equity securities issued in the twelve-month period preceding the date of this Notice of Meeting for the 2019 Annual General Meeting was 1,465,953, which represents 1.6% of the total equity securities on issue as at the commencement of the twelve-

month period. Further securities are expected to be issued in the period between this Notice of Meeting and the 2019 Annual General Meeting in relation to the Dividend Reinvestment Plan with the total number of securities to be issued unable to be determined as at the date of this Notice of Meeting. Details of the equity securities issued during this twelve-month period are as follows:

Issue 1: Dividend Reinvestment Plan

month period. Further securities are expected to be issued in the period between this Notice of Meeting and the 2019 Annual General Meeting in relation to the Dividend Reinvestment Plan with the total number of securities to be issued unable to be determined as at the date of this Notice of Meeting. Details of the equity securities issued during this twelve-month period are as follows:	month period. Further securities are expected to be issued in the period between this Notice of Meeting and the 2019 Annual General Meeting in relation to the Dividend Reinvestment Plan with the total number of securities to be issued unable to be determined as at the date of this Notice of Meeting. Details of the equity securities issued during this twelve-month period are as follows:
Issue 1: Dividend Reinvestment Plan
Date of Issue	12thOctober 2018
Number Issued	812,074
Class / Type of Equity Security	ORD
Principal Terms of the Securities	Fully paid ordinary Shares issued to shareholders taking part in LaserBond’s Dividend Reinvestment Plan.
Name of persons who received securities or basis on which those persons was determined	Issued to shareholders participating in the dividend reinvestment plan at the time of the final 2018 dividend.
Issue Price or Consideration	$0.1591 per Share based on market price calculation less 5% discount applied as per the DRP terms & conditions.
Discount to Market Price	5%
Non-Cash Consideration	Total value at the date of issue was $129,200.97, based on 812,074 Shares issued at the calculated issued price of $0.1591.
Current Value of Non-Cash Consideration	$393,855.89 as per the closing price of $0.485 on Tuesday 6 August 2019.
Issue 2: Non-Executive Director Remuneration (Non-Cash Component)
Date of Issue	23rdOctober 2018
Number Issued	150,000
Class / Type of Equity Security	ORD
Principal Terms of the Securities	Related to Non-Executive Director Remuneration (non-cash component), with trading restrictions applicable where no trade can be made unless one of the following conditions is met: a) Cessation of their Board position for any reason. b) Twenty-four months passes from the date of issue. This trade was approved by shareholders at the 2018 Annual General Meeting.
Name of persons who received securities or basis on which those persons was determined	Mr Philip Suriano, Non-Executive Director.

Issue Price or Consideration	$0.125 per Share based on closing market price on 30 June 2018.
Discount to Market Price	Nil
Non-Cash Consideration	Total value at the date of issue was $18,750.00, based on 150,000 Shares
	issued at the closing price on 30 June 2018 of $0.125.
Current Value of Non-Cash	$72,750.00 as per the closing price of $0.485 on Tuesday 6 August 2019.
Consideration
Issue 3: Tax Exempt Employee	Share Plan
Date of Issue	25thFebruary 2019
Number Issued	59,731
Class / Type of Equity Security	ORD
Principal Terms of the Securities	Related to an Employee Share Plan, vested 1/3 each year from date of
	issue.
Name of persons who received	Issued to 23 eligible employees. An eligible employee means a person
securities or basis on which	who is employed by LaserBond, an Australian resident for taxation
those persons was determined	purposes and their term of employment exceeds 36 months.
Issue Price or Consideration	$0.385 per Share based on closing market price on the date of Board
	approval of issue.

Issue 3: Tax Exempt Employee	Share Plan
Date of Issue	25thFebruary 2019
Number Issued	59,731
Class / Type of Equity Security	ORD
Principal Terms of the Securities	Related to an Employee Share Plan, vested 1/3 each year from date of
	issue.
Name of persons who received	Issued to 23 eligible employees. An eligible employee means a person
securities or basis on which	who is employed by LaserBond, an Australian resident for taxation
those persons was determined	purposes and their term of employment exceeds 36 months.
Issue Price or Consideration	$0.385 per Share based on closing market price on the date of Board
	approval of issue.
Discount to Market Price	Nil
Non-Cash Consideration	Total value at the date of issue was $22,996.24, based on 59,731 Shares
	issued at the closing price on the date of Board approval of 21 February
	2019 of $0.385.
Current Value of Non-Cash	$28,969.54 as per the closing price of $0.485 on Tuesday 6 August 2019.
Consideration
Issue 4: Dividend Reinvestment Plan
Date of Issue	5thApril 2019
Number Issued	444,148

Date of Issue	5thApril 2019
Number Issued	444,148
Class / Type of Equity Security	ORD
Principal Terms of the Securities	Fully paid ordinary Shares issued to shareholders taking part in
	LaserBond’s Dividend Reinvestment Plan.
Name of persons who received	Issued to shareholders participating in the dividend reinvestment plan at
securities or basis on which	the time of the interim 2019 dividend.
those persons was determined
Issue Price or Consideration	$0.3668 per Share based on market price calculation less 5% discount
	applied as per the DRP terms & conditions.

Discount to Market Price	5%
Non-Cash Consideration	Total value at the date of issue was $162,913.49, based on 444,148 Shares issued at the calculated issued price of $0.3668.
Current Value of Non-Cash Consideration	$215,411.78 as per the closing price of $0.485 on Tuesday 6 August 2019.

d) The below table shows examples of possible dilution of existing Shareholders, on the basis of the current market price of $0.485 per Share and the current number of fully-paid ordinary Shares on issue of 94,539,442 as at 6 August 2019.

Variable A as per ASX Listing Rule 7.1A2			Dilution
		$0.2425 50% decrease in issueprice	$0.485 issue price	$0.97 100% increase in issueprice
Current Variable A 94,539,442 Shares	10% Voting Dilution	9,453,944 Shares	9,453,944 Shares	9,453,944 Shares
	Funds Raised	$2,292,581	$4,585,163	$9,170,326
50% Increase in Current Variable A 141,809,163 Shares	10% Voting Dilution	14,180,916 Shares	14,180,916 Shares	14,180,916 Shares
	Funds Raised	$3,438,872	$6,877,744	$13,755,489
100% Increase in Current Variable A 189,078,884 Shares	10% Voting Dilution	18,907,888 Shares	18,907,888 Shares	18,907,888 Shares
	Funds Raised	$4,585,163	$9,170,326	$18,340,651

This table has been prepared on the following assumptions:

The Company issues the maximum number of equity securities available under the 10% Placement Facility.
The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
- The table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1.
e) Shareholder approval of the additional 10% as per ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained. This approval will cease on the earlier to occur of:
the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
the date of the approval by Shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

f) the Company may seek to issue the equity securities for the following purposes:

non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
cash consideration. As disclosed in ASX announcements and reports, the Company continues to actively pursue further growth opportunities, in particular to extend the Company’s reach throughout Australia and internationally. Any funds raised using this additional 10% capacity may be used to fund acquisitions or investments necessary (including expenses associated with such acquisitions or investments) to grow the business and / or additional working capital to fund growth opportunities.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any equity securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including, but not limited to, the following:

the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
The effect of the issue of the equity securities on the control of the Company;
the financial situation and solvency of the Company; and
advice from corporate, financial and broker advisers (if applicable).

The allottees under this facility have not been determined as at the date of this notice but may include new or existing Shareholders who are not related parties or associates of a related party of the Company

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

g) the Company previously obtained approval under ASX Listing Rule 7.1A at the Annual General Meeting held on 22 October 2018.
h) a voting exclusion statement is included in the Notice.

7. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 2) 4631 4500 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or public holiday in the State of New South Wales.

Company means LaserBond Limited (ABN 24 057 636 692).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means the notice of annual general meeting forming part of this document including the Explanatory Statement.

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

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

Shareholder means a holder of a Share.

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LASERBOND LIMITED — AGM Information 2019

65215_rns_2019-09-08_c8c857b0-f3e5-4582-bc83-bf79f462f8d1.pdf

LASERBOND LIMITED ACN 057 636 692

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

3. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR WAYNE HOOPER

4. RESOLUTION 3 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR PHILIP SURIANO AS PART OF NON-EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE

Voting Exclusion

5. RESOLUTION 4 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%

Voting Exclusion

DATED 2ND SEPTEMBER 2019

BY ORDER OF THE BOARD

Voting Exclusion Note:

EXPLANATORY STATEMENT

1. IMPORTANT INFORMATION RELATED TO UNDIRECTED PROXIES

2. FINANCIAL STATEMENTS AND REPORTS

3. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

4. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR WAYNE HOOPER

5. RESOLUTION 3 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR PHILIP SURIANO AS PART OF NON-EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE

6. RESOLUTION 4 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%

(A x D) – E where

D is 10%

7. ENQUIRIES

GLOSSARY

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