MYECO GROUP LTD - AGM Information 2018

==> picture [131 x 66] intentionally omitted <==

SECOS GROUP LIMITED

(ACN 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

Time: 1000 AEDT (10:00 am Melbourne time) Date: Friday, 30 November 2018 Place: Level 15, 333 Collins Street Melbourne VIC 3000 (Patersons Securities)

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 (0) 433 369 997.

2018 SECOS Notice of Meeting

SECOS GROUP LIMITED

(ACN 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (“ AGM ” or “ Annual General Meeting ”) of Shareholders of SECOS Group Limited (ACN 064 755 237) (ASX: SES) (“ SECOS ” or “the Company ”) will be held at the offices of Patersons Securities Limited, at Level 15, 333 Collins Street, Melbourne VIC 3000 on Friday 30 November 2018 at 10:00am (AEDT) for the purposes of transacting the following business.

The Explanatory Memorandum and Proxy Form accompanying this Notice of Annual General Meeting are hereby incorporated in and comprise part of this Notice of Annual General Meeting.

AGENDA

FINANCIAL STATEMENTS, DIRECTORS’ REPORT, AND AUDITOR’S REPORT

To receive and consider the financial statements, the Directors’ Report, and the Independent Auditor’s Report for the Company for the financial year ended 30 June 2018.

Note: There is no requirement for Shareholders to approve these reports.

- RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON BINDING)

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

“That, for the purposes of section 250R(2) of the Corporations Act 2001(Cth) and for all other purposes, the 2018 Remuneration Report as included in the Directors’ Report of the Annual Report of the Company for the financial year ended 30 June 2018 be adopted.”

The vote on this Resolution 1 is advisory only and does not bind the Company or the Directors.

Voting Exclusion Statement

In accordance with section 250(R) of the Corporations Act 2001 (Cth), a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of 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.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1 (as set out above), and either:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or
(b) the person is the Chairman of the Meeting, and the appointment of the Chairman as proxy:
(i) does not specify the way the proxy is to vote on Resolution 1; and

2018 SECOS Notice of Meeting

(ii) expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote all available proxies in favour of Resolution 1.

RESOLUTION 2: RE-ELECTION OF DIRECTOR

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

“That Mr Trevor Haines, who retires in accordance with ASX Listing Rule 14.4 and clause 4.3 of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Further details in respect of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

The Chairman intends to vote all available proxies in favour of Resolution 2.

RESOLUTION 3: RE-ELECTION OF DIRECTOR

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

“That Mr David Wake, who was appointed as a Director on 16 July 2018 and retires in accordance with ASX Listing Rule 14.4 and clause 4.3 of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Further details in respect of Resolution 3 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

The Chairman intends to vote all available proxies in favour of Resolution 3.

RESOLUTION 4: RATIFICATION OF ISSUE OF 23,984,937 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 23,984,937 fully paid ordinary shares in the capital of the Company at an issue price of $0.11 per share to sophisticated and professional investors under the placement announced on 8 March 2018, and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

(a) any person or persons who participated in the issue; and
(b) any associate of that person (or those persons).

2018 SECOS Notice of Meeting

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form; or
(d) it is cast by the Chairman of the Annual General Meeting as a proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 4.

RESOLUTION 5: RATIFICATION OF ISSUE OF 2,000,000 PLACEMENT SHARES TO MR DAVID WAKE

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

“That, for the purpose of ASX Listing Rules 7.4, and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 2,000,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.075 per share to Mr David Wake under the placement announced on 18 July 2018 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

(a) Mr David Wake; and
(b) an associate of Mr David Wake.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form; or
(d) it is cast by the Chairman of the Annual General Meeting as a proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 5.

RESOLUTION 6: RATIFICATION OF ISSUE OF 15,179,597 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS UNDER THE PLACEMENT

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 15,179,597 fully paid ordinary shares in the capital of the Company at an issue price of $0.062 per share to sophisticated and professional investors under the placement announced on 23 October 2018, and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

2018 SECOS Notice of Meeting

Voting Exclusion Statement

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

(a) any person or persons who participated in the issue; and
(b) any associate of that person (or those persons).

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form; or
(d) it is cast by the Chairman of the Annual General Meeting as a proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 6.

RESOLUTION 7: APPROVAL OF THE ISSUE OF 1,612,904 FULLY PAID ORDINARY SHARES TO CHOCOLATE INVESTMENTS PTY LTD (ACN 117 009 935) (RELATED PARTY CONTROLLED BY MR RICHARD TEGONI) UNDER THE PLACEMENT

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

“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 1,612,904 fully paid ordinary shares in the capital of the Company to Chocolate Investments Pty Ltd (ACN 117 009 935) under the placement announced on 23 October 2018, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

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

(a) Mr Richard Tegoni and Chocolate Investments Pty Ltd; and
(b) an associate of Mr Richard Tegoni.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 7.

2018 SECOS Notice of Meeting

RESOLUTION 8: APPROVAL OF THE ISSUE OF 2,903,226 FULLY PAID ORDINARY SHARES TO MR DONALD HALLER JR UNDER THE PLACEMENT

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

“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 2,903,226 fully paid ordinary shares in the capital of the Company to Mr Donald Haller Jr under the placement announced on 23 October 2018, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

(a) Mr Donald Haller Jr.; and
(b) an associate of Mr Donald Haller Jr.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 8.

RESOLUTION 9: APPROVAL AND RATIFICATION OF THE ISSUE TO SOPHISTICATED INVESTORS OF 1,858,106 CONVERTIBLE NOTES

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

“That, for the purpose of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify and approve the prior issue of 500,000 Convertible Notes to sophisticated and professional investors on 8 March 2018 and 1,358,106 Convertible Notes to sophisticated and professional investors on 30 June 2018, and such number of fully paid ordinary shares in the capital of the Company on the conversion of the Convertible Notes calculated in accordance with section 8.1 of the Explanatory Memorandum, and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

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

(a) any person or persons who participated in the issue; and
(b) any associate of that person (or those persons).

However, the Company need not disregard a vote if:

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

2018 SECOS Notice of Meeting

(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 9.

RESOLUTION 10: APPROVAL OF THE CONVERTIBILITY OF 50,000 CONVERTIBLE NOTES ISSUED TO CHOCOLATE INVESTMENTS PTY LTD (ACN 117 009 935) (RELATED PARTY CONTROLLED BY MR RICHARD TEGONI)

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

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the convertibility of 50,000 Convertible Notes issued to Chocolate Investments Pty Ltd (ACN 117 009 935) on 30 June 2018, and the issue of such number of fully paid ordinary shares in the capital of the Company on the conversion of the Convertible Notes calculated in accordance with section 8.5 of the Explanatory Memorandum, and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

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

(a) Mr Richard Tegoni and Chocolate Investments Pty Ltd; and
(b) an associate of Mr Richard Tegoni.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 10.

RESOLUTION 11: APPROVAL OF CONVERTIBILITY OF 270,270 CONVERTIBLE NOTES ISSUED TO MR DONALD HALLER JR.

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

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the convertibility of 270,270 Convertible Notes issued to Mr Donald Haller Jr. on 30 June 2018, and the issue of such number of fully paid ordinary shares in the capital of the Company on the conversion of the Convertible Notes calculated in accordance with section 8.5 of the Explanatory Memorandum, and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

2018 SECOS Notice of Meeting

Voting Exclusion Statement

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

(a) Mr Donald Haller Jr.; and
(b) an associate of Mr Donald Haller Jr.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 11.

RESOLUTION 12: ISSUE OF SHARES TO MR RICHARD TEGONI UNDER THE LOAN SHARE PLAN

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

“That, for the purpose of ASX Listing Rule 10.14, and for all other purposes, Shareholders approve the issue of up to 806,452 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.062 per share, to Mr Richard Tegoni (or his nominee) under the Loan Share Plan, in satisfaction of his part cash remuneration for the 12 month period to September 2019, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

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

(a) any Director of the Company who is eligible to participate in the Loan Share Plan; and
(b) any associate of that person (or those persons).

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 12.

2018 SECOS Notice of Meeting

RESOLUTION 13: ISSUE OF SHARES TO MR DONALD HALLER JR UNDER THE LOAN SHARE PLAN

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

“That, for the purpose of ASX Listing Rule 10.14, and for all other purposes, Shareholders approve the issue of up to 241,936 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.062 per share, to Mr Donald Haller Jr. (or his nominee) under the Loan Share Plan, in satisfaction of his part cash remuneration for the 12 month period to September 2019, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement:

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

(a) any Director of the Company who is eligible to participate in the Loan Share Plan; and
(b) any associate of that person (or those persons).

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 13.

RESOLUTION 14: ISSUE OF 825,145 SHARES TO MR STEPHEN WALTERS TO CONVERT DEBT INTO EQUITY

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

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 825,145 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.11 per share, to Mr Stephen Walters, in full and final satisfaction of amounts owing by the Company to Mr Stephen Walters on account of a loan made to the Company in the amount of $90,766.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 14 by or on behalf of:

(a) Mr Stephen Walters; and
(b) any associate of Mr Stephen Walters.

However, the Company need not disregard a vote if:

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

2018 SECOS Notice of Meeting

(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 14.

RESOLUTION 15: ISSUE OF 865,655 SHARES TO MR TREVOR HAINES TO CONVERT DEBT INTO EQUITY

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

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 865,655 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.11 per share, to Mr Trevor Haines, in full and final satisfaction of amounts owing by the Company to Mr Trevor Haines on account of a loan made to the Company in the amount of $95,222.”

Voting Exclusion Statement:

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

(a) Mr Trevor Haines; and
(b) any associate of Mr Trevor Haines.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 15.

RESOLUTION 16: ISSUE OF 507,455 SHARES TO MR ROBERT MORGAN TO CONVERT DEBT INTO EQUITY

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

“That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 507,455 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.11 per share, to Mr Robert Morgan, in full and final satisfaction of amounts owing by the Company to Mr Robert Morgan on account of a loan made to the Company in the amount of $55,820.”

Voting Exclusion Statement:

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

(a) Mr Robert Morgan; and
(b) any associate of Mr Robert Morgan .

2018 SECOS Notice of Meeting

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 16.

RESOLUTION 17: ISSUE OF 543,664 SHARES TO MR PETER SYMONS TO CONVERT DEBT INTO EQUITY

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

“That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 543,664 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.11 per share, to Mr Peter Symons, in full and final satisfaction of amounts owing by the Company to Mr Peter Symons on account of a loan made to the Company in the amount of $59,803.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 17 by or on behalf of:

(a) Mr Peter Symons; and
(b) any associate of Mr Peter Symons.

However, the Company need not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or
(d) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 17.

RESOLUTION 18: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A

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

“That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

2018 SECOS Notice of Meeting

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 18 by or on behalf of:

(a) any person (and any associates of such a person) who may participate in the proposed issue; and
(b) any person who might obtain a material benefit (except a benefit solely in the capacity of a holder of Shares) if this Resolution is passed; and
(c)

any associate of that person (or those persons).

However, the Company will not disregard a vote if:

(d) if 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
(e) if it is cast by the Chairman of the Annual General 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.

The Chairman intends to vote all available proxies in favour of Resolution 18.

An explanation of the proposed Resolutions 1 to 18 is set out in the Explanatory Memorandum, which forms part of this Notice of Meeting.

2018 SECOS Notice of Meeting

PROXIES

Appointing a proxy

Members are entitled to appoint up to two proxies to act generally at the Annual General Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a Member. A personalised Proxy Form is attached to this Notice of Annual General Meeting.

Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the member. If no number or proportion of votes is specified, each proxy may exercise half of the member’s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the Annual General Meeting.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by marking the appropriate boxes on the Proxy Form.

Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by 10.00 am on 28 November 2018.

by mail to Share Registry – Advanced Share Registry, PO Box 1156, Nedlands, Western Australia 6909
personally, to Share Registry - Advanced Share Registry,110 Stirling Highway, Nedlands, Western Australia- 6009
by facsimile + 61 (08) 9262 3723
by email: [email protected]

Further instructions are on the reverse of the Proxy Form.

Undirected Proxies and Voting Restrictions

Where permitted, the Chairman of the Annual General Meeting will vote undirected proxies in favour of all the Resolutions. This will be on the basis that the Proxy Form expressly authorises the Chairman to vote undirected proxies even if the resolution is connected directly or indirectly with the remuneration of the Company’s Key Management Personnel.

If you appoint a Director (other than the Chairman of the meeting), or any of the Company’s other Key Management Personnel or a Closely Related Party of that person, as your proxy and do not direct your proxy how to vote on Resolutions 1, 12 or 13 the proxy will not be permitted to vote as your proxy on those resolutions. Accordingly, if you want your vote to be counted on those Resolutions, you should direct your proxy how to vote in respect of those Resolutions.

Corporate representation

A corporation which is a member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act 2001 (Cth). The representative should bring to the Annual General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.

2018 SECOS Notice of Meeting

VOTING EXCLUSION

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 Annual General 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.

ENTITLEMENT TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

All members may attend the Annual General Meeting. The Directors have determined that for the purposes of voting at the meeting, shares will be taken to be held by the persons who are registered as the holders of those shares as at 7 pm (AEDT) on 28 November 2018 .

The accompanying Explanatory Memorandum and Proxy Form including voting instructions form part of this Notice of Annual General Meeting.

BY ORDER OF THE BOARD OF

SECOS Group Limited

Edmond Tern

Company Secretary

Dated: 29 October 2018

2018 SECOS Notice of Meeting

EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

This Explanatory Memorandum accompanies and forms part of the SECOS Group Limited (ACN 064 755 237) (ASX: SES) (“ SECOS ” or “the Company ”) Notice of Annual General Meeting to be held on 30 November 2018 at 10:00 am ( AEDT ). The Notice of Annual General Meeting should be read together with this Explanatory Memorandum.

BUSINESS

- RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON BINDING)

1.1 Background

The Remuneration Report is included in the Directors’ Report contained in the Company’s 2018 Annual Report.

Shareholders may access the Company’s 2018 Annual Report by visiting the Company’s website (www.secosgroup.com.au) or may order a hard copy of the 2018 Annual Report by phoning +61 (0) 3-8566-6804 or emailing the Company Secretary at: [email protected].

The Remuneration Report:

(a) explains the Board’s policy for determining the nature and amount of remuneration of executive Directors and senior management of the Company;
(b) explains the relationship between the Board’s remuneration policy and the Company’s performance;
(c) sets out remuneration details for each Director and the most highly remunerated senior management of the Company; and
(d) details and explains any performance conditions applicable to the remuneration of executive Directors and senior management of the Company.

Pursuant to section 250R(2) of the Corporations Act 2001 (Cth), at the Annual General Meeting, the Company must propose a resolution that the Remuneration Report be adopted.

The purpose of Resolution 1 is to seek shareholder approval to adopt the Remuneration Report.

Section 250R (3) of the Corporations Act 2001 (Cth) provides that Resolution 1 is advisory only and does not bind the Directors of the Company.

However, under the Corporations Act 2001 (Cth), where a resolution on the Remuneration Report receives a ’no’ vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to shareholders at the second annual general meeting a further resolution (the ‘spill resolution”) on whether another meeting (known as a ‘spill meeting’) should be held (within 90 days) at which all Directors (other than the Managing Director and any directors appointed since the applicable Directors’ Report was approved by the Board) who were in office at the date of approval of the applicable Directors’ Report must stand for re-election.

If the spill resolution is approved at the annual general meeting by a simple majority of 50% or more of the eligible votes cast, the spill meeting must be held within 90 days of that second annual general meeting to consider the composition of the Board.

The Company’s 2017 Remuneration Report did not receive a “no” vote of 25% or more when it was tabled at the 2017 annual general meeting.

2018 SECOS Notice of Meeting

The Chairman of the Annual General Meeting, in accordance with section 250SA of the Corporations Act 2001 (Cth), will give Shareholders a reasonable opportunity at the Meeting to ask questions about, and make comments on, the Remuneration Report and the Company’s remuneration arrangements.

1.2 Voting exclusion statement

For the purposes of the voting exclusion statement in the Notice of Meeting accompanying the Explanatory Memorandum:

(a) Key Management Personnel of the Company and its subsidiaries are those persons having authority and responsibility for planning, directing and controlling the activities of the Company and its subsidiaries either directly or indirectly. The Key Management Personnel of the Company and its subsidiaries during the year ended 30 June 2018 are listed in the Annual Financial Report of the Company.
(b) A Closely Related Party of a member of the Key Management Personnel for the Company and its subsidiaries means:
(i) a spouse or child of the member;
(ii) a child of the member’s spouse;
(iii) a dependant of the member or of the member’s spouse;
(iv) 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 entity; or
(v) a company the member controls.

The Company will also apply these voting exclusions to persons appointed as attorney by a Shareholder to attend and vote at the Meeting under a power of attorney, on the basis that references to persons attending and voting are read as references to persons attending and voting and references to an instrument under which the proxy is appointed are read as references to the power of attorney under which the attorney is appointed.

1.3 Directors’ Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as described in the Remuneration Report, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1.

RESOLUTION 2: RE-ELECTION OF DIRECTOR – T HAINES

2.1 Background

In accordance with ASX Listing Rule 14.4 and clause 4.3 of the Company’s Constitution, at every annual general meeting one third of the Directors for the time being must retire from office and are eligible for re-election.

The following is the background of the Director who is seeking re-election:

MR TREVOR HAINES

2018 SECOS Notice of Meeting

(B Comm, FCPA)

Trevor has more than 20 years of senior accounting and financial management roles in various divisions of ICI Australia, AVC and Orica.

He joined the Board on 21 April 2015.

The purpose of Resolution 2 is to re-elect Mr Haines, who retires and seeks re-election in accordance with clause 4.3 of the Company’s Constitution.

2.2 Directors’ Recommendation

The Directors (other than the relevant Director in relation to his own re-election) unanimously recommend that members vote in favour of Resolution 2.

The Chairman intends to exercise all undirected proxies in favour of Resolution 2.

RESOLUTION 3: RE-ELECTION OF DIRECTOR – D WAKE

3.1 Background

In accordance with ASX Listing Rule 14.4, at every annual general meeting each Director appointed since the last annual general meeting must retire from office, and is eligible for reelection.

The following is the background of the Director who is seeking re-election:

MR DAVID WAKE

(B. Ec)

David had held executive positions with Imperial Chemical Industries in Australia and overseas. More recently, as CFO of Securency Australia.

David joined the Board as a Non-Executive Director on 16 July 2018.

The purpose of Resolution 3 is to re-elect Mr Wake, who retires and seeks re-election in accordance with ASX Listing Rule 14.4 as he was appointed as a director to fill a casual vacancy since the last annual general meeting.

3.2 Directors’ Recommendation

The Directors (other than the relevant Director in relation to his own re-election) unanimously recommend that members vote in favour of Resolution 3.

The Chairman intends to exercise all undirected proxies in favour of Resolution 3.

RESOLUTION 4: RATIFICATION OF ISSUE OF 23,984,937 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

4.1 Background

On 8 March 2018, the Company raised $2,638,342 (before costs) via a placement offer to professional and sophisticated investors ( March Placement ). A total of 23,984,937 fully paid ordinary shares were issued at 11.0 cents ($0.11) per Share ( March Placement Shares ). The Placement Shares were placed with professional and sophisticated investors.

2018 SECOS Notice of Meeting

These Placement Shares were issued under the Company’s 15% placement capacity available pursuant to ASX Listing Rule 7.1.

Funds raised via the Placement have been used for general working capital requirements of the Company.

4.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that without the approval of shareholders, the Company must not issue or agree to issue more securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period, unless an exception in ASX Listing Rule 7.2 applies.

In addition, ASX Listing Rule 7.1A provides that the Company can place a further 10% of its issued capital where it has prior approval from shareholders.

ASX Listing Rule 7.4 further provides that an issue of securities without approval of shareholders under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if:

(a) the issue of securities did not breach ASX Listing Rule 7.1; and
(b) holders of ordinary securities subsequently approve the issue.

Resolution 4 seeks the approval of the Company’s Shareholders’ under ASX Listing Rule 7.4 to ratify the prior allotment and issue of the March Placement Shares, so as to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) pursuant to ASX Listing Rule 7.1.

4.3 Technical information required by ASX Listing Rule 7.5

In compliance with ASX Listing Rule 7.5, the following information is provided:

(a) Number of securities issued

23,984,937 Shares were issued on 8 March 2018, pursuant to ASX Listing Rule 7.1.

(b) Issue price of securities

The March Placement Shares were issued at a price of $0.11 per Share.

(c) Terms of securities

All March Placement Shares were issued as fully paid ordinary shares ranking equally with existing Shares on issue. The March Placement Shares are not subject to escrow restrictions and are subject to the rights and obligations set out in the Company’s Constitution.

(d) Names of allottees or the basis on which allottees were determined

The March Placement Shares were issued to professional and sophisticated investors (within the meaning ascribed to those expressions in section 708 of the Corporations Act 2001 (Cth).

No March Placement Shares were issued to any related parties.

2018 SECOS Notice of Meeting

(e) Intended use of the funds raised

Funds raised from the March Placement have been used for the general working capital requirements of the Company.

4.4 Voting Exclusion Statement

A voting exclusion statement for Resolution 4 is included in the Notice of Meeting accompanying the Explanatory Memorandum.

4.5 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

The Chairman intends to exercise all undirected proxies in favour of Resolution 4.

RESOLUTION 5: RATIFICATION OF ISSUE OF 2,000,000 PLACEMENT SHARES TO MR DAVID WAKE

5.1 Background

On 18 July 2018, the Company issued 2,000,000 ordinary shares via a placement to Mr David Wake ( July Placement ). A total of 2,000,000 fully paid ordinary shares were issued at deemed rate of 7.5 cents ($0.075) per Share ( July Placement Shares ).

These Placement Shares were issued under the Company’s 15% placement capacity available pursuant to ASX Listing Rule 7.1.

5.2 ASX Listing Rule 7.4

In addition, ASX Listing Rule 7.1A provides that the Company can place a further 10% of its issued capital where it has prior approval from shareholders.

(a) the issue of securities did not breach ASX Listing Rule 7.1; and

(b) holders of ordinary securities subsequently approve the issue.

Resolution 5 seeks the approval of the Company’s Shareholders’ under ASX Listing Rule 7.4 to ratify the prior issue of the July Placement Shares, so as to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) pursuant to ASX Listing Rule 7.1.

5.3 Technical information required by ASX Listing Rules 7.5 and 10.13

In compliance with ASX Listing Rules 7.5 and 10.13, the following information is provided:

2018 SECOS Notice of Meeting

(a) Name of persons

Mr David Wake. Mr Wake is a Director of the Company

(b) Number of securities issued

2,000,000 fully paid ordinary shares.

(c) Date by which the securities will be issued

The placement was made on 18 July 2018.

(d) Issue price of securities

The Shares were issued at $0.075 per Share.

(e) The terms of the securities

The Shares issued rank pari passu with all existing Shares on issue.

(f) Intended use of the funds raised

The funds raised have been used for the general working capital requirements of the Company.

(g) Voting Exclusion Statement

A voting exclusion statement for Resolution 5 is included in the Notice of Meeting accompanying the Explanatory Memorandum.

5.4 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

The Chairman intends to exercise all undirected proxies in favour of Resolution 5.

RESOLUTION 6: RATIFICATION OF ISSUE OF 15,179,597 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS UNDER THE PLACEMENT

6.1 Background

On 23 October 2018, the Company announced it had received commitments in relation to a private placement offer to professional and sophisticated investors ( October Placement ). A total of 15,179,597 fully paid ordinary shares were to be issued at 6.2 cents ($0.062) per Share ( October Placement Shares ) to raise approximately $941,135 (before costs). The October Placement Shares will placed with professional and sophisticated investors on.

Of the October Placement Shares:

(a) 4,975,879 were issued under the Company’s 15% placement capacity available pursuant to ASX Listing Rule 7.1; and
(b) 10,203,718 were issued under the Company’s 10% placement capacity available pursuant to ASX Listing Rule 7.1A.

2018 SECOS Notice of Meeting

Funds raised via the October Placement will be used for capital expenditure to establish manufacturing facilities in Malaysia, managing inventory and receivables in USA, and general operating expenses in the Group.

6.2 ASX Listing Rule 7.4

In addition, ASX Listing Rule 7.1A provides that the Company can place a further 10% of its issued capital where it has prior approval from shareholders.

(a) the issue of securities did not breach ASX Listing Rule 7.1; and
(b) holders of ordinary securities subsequently approve the issue.

Resolution 6 seeks the approval of the Company’s Shareholders’ under ASX Listing Rule 7.4 to ratify the prior allotment and issue of the October Placement Shares, so as to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) pursuant to ASX Listing Rule 7.1 and an additional 10% of its share capital (in a 12 month period) pursuant to ASX Listing Rule 7.1A..

6.3 Technical information required by ASX Listing Rule 7.5

In compliance with ASX Listing Rule 7.5, the following information is provided:

(a) Number of securities issued

4,975,879 Shares were issued on 26 October 2018, pursuant to ASX Listing Rule 7.1.

10,203,718 Shares were issued on 26 October 2018, pursuant to ASX Listing Rule 7.1A.

(b) Issue price of securities

The October Placement Shares were issued at a price of $0.062 per Share.

All October Placement Shares were issued as fully paid ordinary shares ranking equally with existing Shares on issue. The October Placement Shares are not subject to escrow restrictions and are subject to the rights and obligations set out in the Company’s Constitution.

(d) Names of allottees or the basis on which allottees were determined

The October Placement Shares were issued to professional and sophisticated investors (within the meaning ascribed to those expressions in section 708 of the Corporations Act 2001 (Cth))

No October Placement Shares were issued to related parties.

2018 SECOS Notice of Meeting

(e) Intended use of the funds raised

Funds raised from the October Placement will be used for capital expenditure to establish manufacturing facilities in Malaysia, managing inventory and receivables in USA, and general operating expenses in the Group.

6.4 Voting Exclusion Statement

A voting exclusion statement for Resolution 6 is included in the Notice of Meeting accompanying the Explanatory Memorandum.

6.5 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

The Chairman intends to exercise all undirected proxies in favour of Resolution 6.

RESOLUTIONS 7 & 8: APPROVAL OF THE ISSUE OF SHARES TO CHOCOLATE INVESTMENTS PTY LTD (ACN 117 009 935) (RELATED PARTY CONTROLLED BY MR RICHARD TEGONI) AND MR DONALD HALLER JR. UNDER THE PLACEMENT

7.1 Background

On 23 October 2018, in addition to the October Placement to professional and sophisticated investors, the Company received commitments from and determined to make a placement to Mr Richard Tegoni and Mr Donald Haller Jr as follows:

(a) a placement was to be made to Chocolate Investments Pty Ltd (ACN 117 009 935), an entity controlled by Mr Tegoni of 1,612,904 Shares; and
(b) a placement was to be made to Mr Haller of 2,903,226 Shares,

(collectively, the Directors Placement Shares ).

7.2 Related Party Requirements of Chapter 2E of the Corporations Act 2001

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit (to a related party (which includes a Director and former Director) of the Company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or
(b) prior Shareholder approval is obtained for the giving of the financial benefit.

For the purposes of Chapter 2E, Chocolate Investments Pty Ltd and Mr Donald Haller Jr. are related parties of the Company and the placement of shares to them constitutes the giving of a financial benefit.

Section 210 of the Corporations Act 2001 (Cth) provides an exception to the requirement to obtain shareholder approval for the giving of a financial benefit to a related party where the benefit would be reasonable in the circumstances if the Company and the related party were dealing at arm's length.

2018 SECOS Notice of Meeting

The Board (other than the relevant related party) considers the issue of the Directors Placement Shares to be reasonable and at arm’s length as the Shares will be issued at the same price and on the same terms and conditions as those offered in respect of the October Placement.

Therefore, the Company will not seek approval for the issue of the Director Placement Shares pursuant to section 208 of the Corporations Act as the exception under section 210 of the Corporations Act applies. However, the Company is seeking approval for the issue of the Director Placement Shares pursuant to ASX Listing Rule 10.11 as discussed below.

7.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that without the approval of shareholders, the Company must not issue or agree to issue equity securities to a related party of the Company, or, a person whose relationship with the Company or a related party is, in ASX’s opinion such that approval should be obtained.

Chocolate Investments Pty Ltd and Mr Donald Haller Jr. are related parties of the Company by virtue of being a Director or controlled by a Director of the Company. Resolutions 7 and 8 seek the approval of the Company’s Shareholders’ under ASX Listing Rule 10.11 to approve the issue of the Directors Placement Shares, a total of 4,516,130 Shares as set out above.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Directors Placement Shares in accordance with Resolutions 7 and 8 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Directors Placement Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7.4 Technical information required by ASX Listing Rule 10.13

In compliance with ASX Listing Rule 10.13, the following information is provided:

(a) Name of persons

Resolution 7

Chocolate Investments Pty Ltd (ACN 117 009 935). Chocolate Investments Pty Ltd is controlled by Mr Richard Tegoni who is a director of the Company. Therefore, pursuant to section 228 of the Corporations Act 2001 (Cth), Chocolate Investments Pty Ltd is deemed to be a related party of the Company.

Resolution 8

Mr Donald Haller Jr. Mr Haller is a Director of the Company and is therefore, pursuant to section 228 of the Corporations Act 2001 (Cth), a related party of the Company.

(b) Maximum number of securities

Resolution 7

A placement of 1,612,904 Shares to Chocolate Investments Pty Ltd.

Resolution 8

A placement of 2,903,226 Shares to Mr Haller.

2018 SECOS Notice of Meeting

(c) Date by which the securities will be issued

The Directors Placement Shares will be issued no later than one (1) month after the date of the Annual General Meeting (or such later date as may be permitted pursuant to any ASX waiver or amendment of the ASX Listing Rules).

(d) Issue price of securities

The Director Placement Shares will be issued at a price of $0.062 per Share.

(e) The terms of the securities

All Director Placement Shares will be issued as fully paid ordinary shares ranking equally with existing Shares on issue. The Director Placement Shares are not subject to escrow restrictions and are subject to the rights and obligations set out in the Company’s Constitution.

(f) Intended use of the funds raised

Funds raised from the issue of the Director Placement Shares will be used for capital expenditure to establish manufacturing facilities in Malaysia, managing inventory and receivables in USA, and general operating expenses in the Group.

(g)

Date of allotment (if applicable)

The placement was announced on 23 October 2018.

7.5 Voting Exclusion Statement

A voting exclusion statement is included for Resolutions 7 and 8 in the Notice of Meeting accompanying this Explanatory Memorandum.

7.6 Director’s recommendations

The Directors (other than Mr Richard Tegoni, in relation to Resolution 7, and Mr Donald Haller, in relation to Resolution 8) unanimously recommend that Shareholders vote in favour of Resolutions 7 and 8.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 7 and 8.

RESOLUTIONS 9, 10 & 11: APPROVAL AND RATIFICATION OF ISSUE AND CONVERTIBILITY OF CONVERTIBLE NOTES

8.1 Background

On or around 8 March 2018, the Company entered into a Convertible Note Deed with sophisticated investors whereby:

(a) the sophisticated investors agreed to make available a $500,000 convertible note facility to the Company ( March Convertible Note Facility ); and
(b) the sophisticated investors subscribed for a total of 500,000 Convertible Notes with a face value of $1.00 per convertible note ( March Convertible Notes ).

Subsequently, on or around 30 June 2018, the Company into Convertible Note Deeds with:

2018 SECOS Notice of Meeting

(i) agreed to make available a $1,358,106 convertible note facility to the Company; and
(ii) the sophisticated investors subscribed for a total of 1,358,106 Convertible Notes with a face value of $1.00 per convertible note ( June Sophisticated Investor Convertible Notes );
(d) Chocolate Investments Pty Ltd (ACN 117 009 935) (an entity controlled by Mr Richard Tegoni) whereby Chocolate Investments Pty Ltd (ACN 117 009 935):
(i) agreed to make available a $50,000 convertible note facility to the Company; and
(ii) subscribed for a total of 50,000 Convertible Notes with a face value of $1.00 per convertible note ( Tegoni Convertible Notes );
(e) Mr Donald Haller Jr whereby Mr Donald Haller Jr:
(i) agreed to make available a $270,270 convertible note facility to the Company; and (ii) subscribed for a total of 270,270 Convertible Notes with a face value of $1.00 per convertible note ( Haller Convertible Notes );

(the June Sophisticated Investor Convertible Notes, Tegoni Convertible Notes and Haller Convertible Notes are collectively referred to herein as “ June Convertible Notes ”)

The Tegoni Convertible Notes and Haller Convertible Notes are subject to a condition that the Tegoni Convertible Notes and Haller Convertible Notes would not be convertible until such time that approval under ASX Listing Rule 10.11 had been granted. Accordingly, the issue of the Tegoni Convertible Notes and Haller Convertible Notes did not use any of the Company’s placement capacity under Listing Rule 7.1 as they are classified as debt and will not become convertible securities until such time that their conversion is approved under the ASX Listing Rule 10.11.

Whereas, the March Convertible Notes and the June Sophisticated Investor Convertible Notes are convertible securities as conversion is not subject to shareholder approval.

8.2 ASX Listing Rule 7.4 (Resolution 9)

ASX Listing Rule 7.1 provides that without the approval of shareholders the Company must not issue or agree to issue more securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period, unless an exception in ASX Listing Rule 7.2 applies.

ASX Listing Rule 7.4 provides that an issue of securities made without approval of shareholders under ASX Listing Rule 7.1, is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if each of the following apply:

(a) the issue of securities did not breach ASX Listing Rule 7.1; and
(b) holders of ordinary securities subsequently approve the issue.

Resolution 9 seeks the approval of the Company’s Shareholders’ under ASX Listing Rule 7.4 to ratify the prior allotment and issue of the March Convertible Notes and the June Sophisticated Investor Convertible Notes, so as to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) pursuant to ASX Listing Rule 7.1.

2018 SECOS Notice of Meeting

8.3 Related Party Requirements of Chapter 2E of the Corporations Act 2001 (Resolution 10 and 11)

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit (to a related party (which includes a Director and former Director) of the Company unless either:

(c) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or
(d) prior Shareholder approval is obtained for the giving of the financial benefit.

For the purposes of Chapter 2E, Chocolate Investments Pty Ltd and Mr Donald Haller Jr. are related parties of the Company and the issue of Convertible Notes to them constitutes the giving of a financial benefit.

The Board (other than the relevant related party) considers the issue of the Convertible Notes to the Directors to be reasonable and at arm’s length as the Convertible Notes were be issued on the same terms and conditions as those offered to sophisticated and institutional investors (except for the condition that conversion of the Convertible Notes issued to Directors is subject to shareholder approval under ASX Listing Rule 10.11).

Therefore, the Company will not seek approval for the issue or conversion of the Convertible Notes to the Directors pursuant to section 208 of the Corporations Act as the exception under section 210 of the Corporations Act applies. However, the Company is seeking approval for the conversion of the Tegoni Convertible Notes and Haller Convertible Notes to the Directors pursuant to ASX Listing Rule 10.11.

8.4 ASX Listing Rule 10.11 (Resolutions 10 & 11)

Mr Donald Haller Jr. and Chocolate Investments Pty Ltd are related parties of the Company by virtue of being a Director and controlled by a Director of the Company respectively.

Resolutions 10 and 11 seek the approval of the Company’s Shareholders’ under ASX Listing Rule 10.11 to approve the convertibility of the Tegoni Convertible Notes and Haller Convertible Notes, and the subsequent issue of Shares upon conversion in accordance with the terms of the Convertible Note Deeds.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Tegoni Convertible Notes and Haller Convertible Notes or any subsequent conversion as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Tegoni Convertible Notes and Haller Convertible Notes will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

2018 SECOS Notice of Meeting

8.5 Technical information required by ASX Listing Rule 7.5 (Resolution 9) and ASX Listing Rule 10.13 (Resolutions 10 & 11)

In compliance with ASX Listing Rule 7.5 and ASX Listing Rule 10.13, the following information is provided:

(a) Number of securities issued

Resolution 9

The Company issued a total of 1,858,106 Convertible Notes to sophisticated investors as follows:

(i) ( March Convertible Notes ) 500,000 Convertible Notes on or around 8 March 2018 which may be converted into a maximum of 12,500,000 Shares; and
(ii) ( June Sophisticated Investor Convertible Notes ) 1,358,106 on or around 30 June 2018 which may be converted into a maximum of 33,952,650 Shares.

Resolution 10 & 11

The Company issued a total of 320,270 Convertible Notes to as follows:

(i) 50,000 Convertible Notes to Chocolate Investments Pty Ltd (ACN 117 009 935) (an entity controlled by Mr Richard Tegoni) which may, subject to shareholder approval pursuant to ASX Listing Rule 10.11, be converted into a maximum of 1,250,000 Shares ( Resolution 10 ); and
(ii) 270,270 Convertible Notes to Mr Donald Haller Jr which may, subject to shareholder approval pursuant to ASX Listing Rule 10.11, be converted into a maximum of 6,756,750 Shares ( Resolution 11 ).

(b)

Issue price of securities

Each of the March Convertible Notes (Resolution 9), June Sophisticated Investor Convertible Notes (Resolution 9), Tegoni Convertible Notes (Resolution 10) and the Haller Convertible Notes (Resolution 11) have a face value of $1.00, of an aggregate principal amount of $2,178,376.

On conversion of each Convertible Note, Shares will be issued, subject to a minimum price of $0.04 per Share and a maximum price of $0.12 per Share, at a price that is the lower of:

(i) the price that is equivalent to 85% VWAP of the Company’s Shares sold on ASX during the 10 trading day period immediately preceding the date on which the Conversion Notice is received by the Company; or
(ii) the price of any equity capital raising that occurred in the 2-month period prior to the date the Conversion Notice was received by the Company,

( Conversion Price ).

(c) Date by which the securities will be issued

The Tegoni Convertible Notes (Resolution 10) and the Haller Convertible Notes (Resolution 11) will be subject to a variation of terms no later than one (1) month after the date of the Annual General Meeting at which their convertibility is approved (or such later

2018 SECOS Notice of Meeting

date as may be permitted pursuant to any ASX waiver or amendment of the ASX Listing Rules).

(d) The terms of the securities

The terms and conditions of each of the March Convertible Notes (Resolution 9), June Sophisticated Investor Convertible Notes (Resolution 9), Tegoni Convertible Notes (Resolution 10) and the Haller Convertible Notes (Resolution 11) are as follows:

(i) the Convertible Notes are unsecured.
(ii) the Maturity Date of:
a. the March Convertible Notes is 8 March 2020, being 2 years from the date of issue (Resolution 9);
b. the June Sophisticated Investor Convertible Notes is 1 July 2021, being 3 years from the date of issue (Resolution 9);
c. the Tegoni Convertible Notes is 1 July 2021, being 3 years from Issue Date (Resolution 10); and
d. the Haller Convertible Notes is 1 July 2021, being 3 years from Issue Date (Resolution 11);
(iii) The Conversion Period is:
a. in respect of the March Convertible Notes, the period commencing six (6) months after the issue date and ending on 8 March 2020 (Resolution 9);
b. in respect of the June Sophisticated Investor Convertible Notes, the period commencing six (6) months after the issue date and ending on 1 July 2021 (Resolution 9);
c. in respect of the Tegoni Convertible Notes, the period commencing six (6) months after the issue date and ending on and 1 July 2021 (Resolution 10);
d. in respect of the Haller Convertible Notes, the period commencing six (6) months after the issue date and ending on 1 July 2021 (Resolution 11);
(iv) The Convertible Notes accrue interest at a rate of 10% per annum with interest paid quarterly in arrears.
(v) The Convertible Notes shall convert into ordinary shares in the capital of the Company at the Conversion Price, at the election of the Noteholder:
a. on the expiry of the Conversion Period; or
b. at any time during the Conversion Period, by the noteholder serving a Conversion Notice on the Company.
(vi) Subject to the Company obtaining all necessary approvals (including under the Corporations Act 2001 (Cth), the ASX Listing Rules, and the Constitution of the Company (as applicable), and the conversion of the Convertible Notes not otherwise being a breach of any law or ASX Listing Rule, the Convertible Notes

2018 SECOS Notice of Meeting

are able to be converted, at the election of the Noteholder, at any time during the Conversion Period.

(vii) The Noteholder may demand immediate repayment of the Convertible Notes and the Company must immediately make the total payment so requested in cash upon the occurrence of any of the following events:
a. a liquidator, receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed to the Company
b. the Convertible Note Deed becomes void, voidable, or unenforceable in whole or in part in breach of the ASX Listing Rules;
c. the Company breaches its obligation to pay interest on the Convertible Notes or defaults in fully performing its material obligations under the Convertible Note Deed, provided that in the case of a default capable or remedied, that default has not been remedied within 20 Business Days of the occurrence of such default;
d. at any time it becomes unlawful for the Company to perform any of its material obligations under the Convertible Note Deed.
(viii) Each Share issued as a result of the conversion of any Convertible Note will be allotted within 5 Business Days after the conversion of the Convertible Note and will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for official quotation by ASX of all Shares issued upon conversion of the Convertible Note on or before the third Business Day on which ASX is open after the date of allotment of the Shares. The Company will procure that a holding statement for the Shares is given to the Noteholder in accordance with the ASTC Settlement Rules.
(ix) There are no participating rights or entitlement inherent in the Convertible Note and the Noteholder in its capacity as such will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Convertible Note.
(x) In the event of reorganisation (including consolidation, sub-divisions, reduction or return) of the issued capital of the Company, the number of Shares into which the Convertible Note is convertible shall be reorganised (as appropriate) in the manner required by the ASX Listing Rules.
(xi) If, and to the extent, the preceding terms and conditions are inconsistent with the ASX Listing Rules, such rules will prevail in all respects with respect to the extent of the inconsistency.
(xii) The terms and conditions of the Convertible Note Facility are governed by the laws of the state of Victoria, and the Noteholder unconditionally submits to the jurisdiction of the courts of that state.
(xiii) The Tegoni Convertible Notes (Resolution 9) and Haller Convertible Notes (Resolution 10) are subject to a condition that the Tegoni Convertible Notes and Haller Convertible Notes would not be convertible until such time that approval under ASX Listing Rule 10.11 had been granted.
(xiv) The Company may redeem the Convertible Note Facility at any time before the Maturity Date by giving three (3) months written notice to the noteholder of its intention to repay the Convertible Notes ( Redemption Notice ). In that case each

2018 SECOS Notice of Meeting

noteholder may, within sixty (60) days of receipt of the Redemption Notice, give written notice to the Company ( Conversion Notice ), electing to have its Convertible Notes converted into Shares, subject to:

a. the Company obtaining all necessary approvals (including under the Corporations Act 2001 (Cth), the ASX Listing Rules, and the Constitution of the Company (as applicable) in respect of the issue of Shares to the Investor;
b. the conversion of the Convertible Notes must not result in he noteholder (or another person) having voting power in the Company that increases from 20% or below to more than 20% or from a starting point that is above 20% and below 90%; and
c. the conversion of the Convertible Notes must not otherwise breach any law or the ASX Listing Rules.

(e) Names of allottees

Resolution 9

The Company issued the 1,858,106 Convertible Notes to sophisticated investors.

Resolution 10

The Company issued 50,000 Convertible Notes to Chocolate Investments Pty Ltd (ACN 117 009 935) (an entity controlled by Mr Richard Tegoni).

Resolution 11

The Company issued 270,270 Convertible Notes to Mr Donald Haller Jr.

(f)

Intended use of the funds raised

The funds raised have been used for the general working capital requirements of the Company.

(g)

Date of issue

Resolution 9

The Company issued:

(i) ( March Convertible Notes ) 500,000 Convertible Notes on or around 8 March 2018; and
(ii) ( June Sophisticated Investor Convertible Notes ) 1,358,106 on or around 30 June 2018.

Resolution 10

The Company issued 50,000 Convertible Notes to Chocolate Investments Pty Ltd (ACN 117 009 935) (an entity controlled by Mr Richard Tegoni) on or around 30 June 2018.

2018 SECOS Notice of Meeting

Resolution 11

The Company issued 270,270 Convertible Notes to Mr Donald Haller Jr on or around 30 June 2018.

8.6 Voting Exclusion Statement

A voting exclusion statement for Resolutions 9, 10 & 11 are included in the Notice of Meeting accompanying the Explanatory Memorandum.

8.7 Director’s recommendations

The Directors (other than Mr Richard Tegoni, in relation to Resolution 10, and Mr Donald Haller, in relation to Resolution 11) unanimously recommend that Shareholders vote in favour of Resolutions 9, 10 and 11.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 9, 10 and 11.

RESOLUTIONS 12 & 13: ISSUE OF SHARES TO MR RICHARD TEGONI AND MR DONALD HALLER JR. UNDER THE LOAN SHARE PLAN

9.1 Background

To manage cash-flow, the Company is seeking Shareholder approval for the Company to, at the election of the Board, pay part of Director’s total remuneration via the issue of Shares under the Loan Share Plan, rather than in cash, as follows:

(a) Mr Tegoni’s remuneration is $120,000 per annum of which he has agreed to accept up to $50,000 of his remuneration to be paid by the issue of Shares.
(b) Mr Haller’s remuneration is $40,000 per annum of which he has agreed to accept up to $15,000 of his remuneration to be paid by the issue of Shares.

To the extent that Shareholders do not approve the issue of Shares, the full amount of the above Directors’ remuneration will be paid in cash.

The Company has previously adopted the Loan Share Plan with Shareholders’ approval and is seeking to issue Shares to the above Directors, in lieu of their cash remuneration, in accordance with the Loan Share Plan.

9.2 ASX Listing Rule 10.14

Whilst the Board can make offers to issue shares to Directors under the Loan Share Plan, allotment is not able to proceed until after Shareholder approval is obtained under ASX Listing Rule 10.14.

ASX Listing Rule 10.14 provides that an entity must not permit a director of that entity to acquire securities under an employee incentive scheme without the approval of the members in general meeting, where the Notice of Meeting complies with the requirements of ASX Listing Rule 10.15.

Resolution 12, seeks the approval of the Company’s Shareholders under ASX Listing Rule 10.14 to issue up to 806,452 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.062 per share (representing a value of up to $50,000) ( Tegoni Loan Plan Shares ), to Mr Richard Tegoni (or his nominee), under the Loan Share Plan (by way of salary sacrifice of part cash remuneration (50%)), in accordance with the Resolution of the Board.

2018 SECOS Notice of Meeting

Resolution 13, seeks approval of the Company’s Shareholders under ASX Listing Rules 10.14 to issue up to 241,936 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.062 per share (representing a value of up to $15,000) ( Haller Loan Plan Shares ), to Mr Donald Haller Jr. (or his nominee), under the Loan Share Plan (by way of salary sacrifice of part cash remuneration (approximately 50%)), in accordance with the Resolution of the Board.

The Tegoni Loan Plan Shares will be issued at quarterly intervals for the share component of remuneration due for that particular quarter ($12,500 each quarter).

The Haller Loan Plan Shares will be issued at quarterly intervals for the share component of remuneration due for that particular quarter ($3,750 each quarter).

9.3 Technical information required by ASX Listing Rule 10.15

Pursuant to ASX Listing Rule 10.15 the following information regarding Resolutions 12 and 13 is provided to Shareholders:

(a) Shares will only be offered under the Loan Share Plan to Mr Richard Tegoni and Mr Donald Haller Jr. (the Participating Directors ) or their nominees.
(b) The Share component of Directors’ remuneration for the 12 months period ending 30 September 2019 will be as follows:
(i) up to 806,452 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.062 per share to Mr Richard Tegoni (representing $50,000 of Mr Richard Tegoni’s total remuneration for the period ending 30 September 2019);
(ii) up to 241,936 fully paid ordinary shares in the capital of the Company, at a deemed issue price of $0.062 per share (representing $15,000 of Mr Donald Haller Jr’s total remuneration for the period ending 30 September 2019).
(c) The maximum number of Shares which may be issued to the Participating Directors is determined by the Directors’ remuneration that the Company has agreed to pay by issue of Shares to the Participating Directors for the 12 months period ending on 30 September 2019 divided by the deemed issue price of the Shares calculated in accordance with paragraph (e) below. The number of Shares issued each quarter will be a function of the deemed issue price and the proportion of remuneration that the Company decides to satisfy through issue of Shares.
(d) The Shares will be issued for nil cash consideration as they will be issued in satisfaction of part of the Directors’ remuneration agreed to be paid by the Company to the Participating Directors at quarterly intervals. The Shares will be deemed to have an issue price of no less than the volume weighted average sale price for each quarter of each year, subject to paragraph (c) above.
(e) For the 12 months ending 30 September 2019, the maximum number of Shares that may be issued to Mr Tegoni and Mr Haller Jr., assuming a deemed issue price of $0.062 per Share, being the price offered to participants in the private placement and pre rata nonrenounceable rights issue announced to the ASX on 23 October 2018, will be 1,048,388 Shares.
(f) For the previous 12-month period since the last approval, 698,219 shares were issued to Mr Richard Tegoni and Mr Donald Haller Jr., the only Directors to whom shares were issued pursuant to the Loan Share Plan for that period. These shares were issued quarterly at a total value of $65,000 and at an average issue price of $0.093 per Share.

2018 SECOS Notice of Meeting

(g) The Board may, from time to time at its absolute discretion, declare that any Director, officer of the Company or a subsidiary of the Company is eligible to be offered to subscribe for Shares under the Loan Share Plan.
(h) No loan will be provided in respect of the issue of Shares as they are being issued in consideration for Directors’ remuneration which the Company has agreed to pay the Participating Directors for 12 months period to 30 September 2019.
(i) The Shares will be issued to Mr Tegoni and Mr Haller Jr within 12 months from the date of Annual General Meeting and will be issued on a quarterly basis according to the share component of Directors’ remuneration owing Mr Tegoni and Mr Haller Jr. at that time, except to the extent the Company elects to pay the Directors’ remuneration in cash.

9.4 Related Party Requirements of Chapter 2E of the Corporations Act 2001

Under Chapter 2E of the Corporations Act 2001 (Cth), shareholder approval is not required because the Shares are being issued in satisfaction of Directors’ remuneration owed by the Company to the Participating Directors on a quarterly basis. The issue of Shares constitutes reasonable remuneration in accordance with section 211 of the Corporations Act 2001 (Cth) that has been calculated on commercial terms, having regard to the circumstances of the Company.

9.5 Voting Exclusion Statement

A voting exclusion statement is included for Resolutions 12 and 13 in the Notice of Meeting accompanying this Explanatory Memorandum.

9.6 Director’s recommendations

The Directors (other than Mr Richard Tegoni, in relation to Resolution 12, and Mr Donald Haller, in relation to Resolution 13) unanimously recommend that Shareholders vote in favour of Resolutions 12 and 13.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 12 and 13.

RESOLUTIONS 14 & 15: ISSUE OF SHARES TO MR STEPHEN WALTERS AND MR TREVOR HAINES TO CONVERT DEBT INTO EQUITY

10.1 Background

Mr Stephen Walters and Mr Trevor Haines are directors of the Company.

Pursuant to loan agreements, each of Mr Walters and Mr Haines provided personal loans to the Company for operating expenses. The loan amounts were advanced on an unsecured basis and are repayable on or around 21 April 2019, with the Company having further discretion to extend the loan terms for a further 12-month period.

The following balances are owed to Mr Walters and Mr Haines as at 26 October 2018:

Director	Loan Amount ($)
Mr Stephen Walters	$90,766.00
Mr Trevor Haines	$95,222.00

To manage cash flow, the Company proposes to convert the above loan amounts into Shares at a conversion price of $0.11 per Share.

2018 SECOS Notice of Meeting

10.2 Related Party Requirements of Chapter 2E of the Corporations Act 2001

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit (to a related party (which includes a Director and former Director) of the Company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or
(b) prior Shareholder approval is obtained for the giving of the financial benefit.

For the purposes of Chapter 2E, Mr Walters and Mr Haines are related parties of the Company and the issuing of shares to them constitutes the giving of a financial benefit.

The Board (other than the relevant related party) considers the issue of the Shares to Mr Walters and Mr Haines to be reasonable and at arm’s length as the Shares are being issued in full and final satisfaction of a commercial arm’s length loan arrangement between the related parties and the Company at a conversion price greater than the market price of the Shares as at 25 October 2018.

Therefore, the Company will not seek approval for the issue of the Shares to Mr Walters and Mr Haines pursuant to section 208 of the Corporations Act as the exception under section 210 of the Corporations Act applies. However, the Company is seeking approval for the issue of the Shares pursuant to ASX Listing Rule 10.11 as discussed below.

10.3 ASX Listing Rule 10.11

Mr Walters and Mr Haines are related parties of the Company by virtue of being a Director of the Company. Resolutions 14 and 15 seek the approval of the Company’s Shareholders’ under ASX Listing Rule 10.11 to issue the following Shares in full and final satisfaction of the debts owed to Mr Walters and Mr Haines:

Related Party	Number of Shares
Mr Stephen Walters	825,145
Mr Trevor Haines	865,655

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue Shares in accordance with Resolutions 14 and 15 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the above shares to Mr Walters and Mr Haines on conversion of the debt will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

10.4 Technical information required by ASX Listing Rule 10.13

In compliance with ASX Listing Rule 10.13, the following information is provided:

2018 SECOS Notice of Meeting

(a) Name of persons

Mr Stephen Walters and Mr Trever Haines are Directors of the Company. Therefore, pursuant to 228 of the Corporations Act 2001 (Cth), they are deemed to be a related party of the Company.

(b) Number of securities issued

A maximum of 1,690,800 Shares will be issued as follows:

(i) 825,145 Shares to Mr Walters
(ii) 865,655 Shares to Mr Haines.

(c) Date by which the securities will be issued

The Shares will be issued no later than one (1) month after the date of the Annual General Meeting (or such later date as may be permitted pursuant to any ASX waiver or amendment of the ASX Listing Rules).

(d)

Issue price of securities

The Shares will be issued at a conversion price of $0.11 per Share.

(e)

The terms of the securities

The Shares issued rank pari passu with all existing Shares on issue.

(f)

Intended use of the funds raised

The Shares are to be issued in full and final satisfaction of the following amounts owed by the Company:

(i) $90,766.00 owing to Mr Walters
(ii) $95,222.00 owing to Mr Haines

10.5 Voting Exclusion Statement

A voting exclusion statement for Resolutions 14 and 15 are included in the Notice of Meeting accompanying the Explanatory Memorandum.

10.6 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 14 and 15.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 14 and 15.

RESOLUTIONS 16 & 17: ISSUE OF SHARES TO MR ROBERT MORGAN AND MR PETER SYMONS TO CONVERT DEBT INTO EQUITY

11.1 Background

Mr Robert Morgan is a director of the Company’s wholly owned subsidiary, Stellar Films Group Pty Ltd ( Stellar Films ) and Mr Symons ceased being a director of Stellar Films on or around 17 November 2016.

2018 SECOS Notice of Meeting

Pursuant to loan agreements, each of Mr Morgan and Mr Symons provided personal loans to the Company for operating expenses. The loan amounts were advanced on an unsecured basis and are repayable on or around 21 April 2019, with the Company having further discretion to extend the loan terms for a further 12-month period.

The following balances are owed to Mr Morgan and Mr Symons as at 26 October 2018:

Lender	Loan Amount ($)
Mr Robert Morgan	$55,820.00
Mr Peter Symons	$59,803.00

To manage cash flow, the Company proposes to convert the above loan amounts into Shares at a conversion price of $0.11 per Share.

11.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that, unless an exception applies, a company must not, without prior shareholder approval, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Resolutions 16 and 17 seek the approval of the Company’s Shareholders’ under ASX Listing Rule 7.1 to issue the following Shares in full and final satisfaction of the debts owed to Mr Walters and Mr Haines without using any of the Company placement capacity under ASX Listing Rule 7.1:

Lender	Number of Shares
Mr Robert Morgan	507,455
Mr Peter Symons	543,664

11.3 Information required by ASX Listing Rule 7.3

In compliance with ASX Listing Rule 7.3, the following information is provided:

(a) Number of securities issued

A maximum of 1,051,119 Shares will be issued as follows:

(i) 507,455 Shares to Mr Morgan
(ii) 543,664 Shares to Mr Symons.

(b) Date by which the securities will be issued

The Shares will be issued no later than three (3) months after the date of the Annual General Meeting (or such later date as may be permitted pursuant to any ASX waiver or amendment of the ASX Listing Rules).

The Shares will be issued at a conversion price of $0.11 per Share.

2018 SECOS Notice of Meeting

(d) Name of persons

The Shares will be issued to Mr Morgan and Mr Symons.

(e) The terms of the securities

The Shares issued rank pari passu with all existing Shares on issue.

(g) Intended use of the funds raised

The Shares are to be issued in full and final satisfaction of the following amounts owed by the Company:

(i) $55,820.00 owing to Mr Morgan; and
(ii) $59,803.00 owing to Mr Symons.

(h) Voting Exclusion Statement

A voting exclusion statement for Resolutions 16 and 17 are included in the Notice of Meeting accompanying the Explanatory Memorandum.

5.6 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 16 and 17.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 16 and 17.

RESOLUTION 18: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A

12.1 Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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

The Company is an eligible entity for the purposes of Listing Rule 7.1A as it is not included in the S&P /ASX 300 Index and has a market capitalisation of approximately $17.4 million as at 25 October 2018.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 12.2(b) below).

The effect of Resolution 18 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the period up to 12 months after the Annual General Meeting without a further requirement to obtain the prior approval of Shareholders.

2018 SECOS Notice of Meeting

Resolution 18 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).

The Directors of the Company believe that Resolution 18 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

The Chairman intends to vote all available proxies in favour of Resolution 18.

12.2 ASX Listing Rule 7.1A

Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(a) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

(b)

Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) - E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement:
plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid shares that became fully paid in the 12 months;
plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;
less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of Equity Securities under or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

2018 SECOS Notice of Meeting

(c) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 253,480,503 ordinary shares and has a capacity to issue:

(i) no further Equity Securities under ASX Listing Rule 7.1 subject to Shareholder approval being obtained under Resolutions 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17; and
(ii) subject to Shareholder approval being obtained under Resolution 18, a further 15,144,332 Equity Securities under ASX Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 12.2(b) above).

(d)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ). The Equity Securities will be issued within the 10% Placement Period.

12.3 Information required by ASX Listing Rule 7.3A

ASX Listing Rule 7.3A sets out a number of matters which must be included in a notice of meeting seeking an approval under ASX Listing Rule 7.1A. The following information is provided for the purposes of ASX Listing Rule 7.3A:

(a) Minimum Issue Price

The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company’s Equity Securities over the 15 ASX trading days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

2018 SECOS Notice of Meeting

(b) Potential risk of economic and voting dilution

If Resolution 18 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below. There is a risk that:

(i) the market price for the Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below also shows the dilution of existing Shareholders on the basis of the current market price of Shares (as at 25 October 2018) and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice of Meeting.

The table also shows:

(iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placement under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price of $0.073 as at 25 October 2018.

			Dilution
Variable “A” in Listing Rule 7.1A.2		50% decrease in Current Issue Price $0.0365	Current Issue Price $0.073	100% increase in Current Issue Price $0.146
253,480,503 Current Variable “A”	10% Voting dilution	25,348,050 Ordinary Shares	25,348,050 Ordinary Shares	25,348,050 Ordinary Shares
	Funds raised	$925,204	$1,850,408	$3,700,816
380,220,755 50% increase in current Variable “A”	10% Voting dilution	38,022,075 Ordinary Shares	38,022,075 Ordinary Shares	38,022,075 Ordinary Shares
	Funds raised	$1,387,506	$2,775,612	$5,551,223

2018 SECOS Notice of Meeting

	506,961,006 100% increase in current Variable “A”	10% Voting dilution	50,696,100 Ordinary Shares	50,696,100 Ordinary Shares	50,696,100 Ordinary Shares
		Funds raised	$1,850,408	$3,700,816	$7,401,631

The table has been prepared on the following assumptions:

The current issue price is $0.073, being the closing price of the Company’s Shares on the ASX on 25 October 2018.
The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
The 10% dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of ordinary shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

(c) Timing of potential issue

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 18 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

(d) Purpose of potential issue

The Company seeks to issue the Equity Securities for cash consideration and intends to use the funds raised for capital expenditure to establish manufacturing facilities in Malaysia, inventory and receivables in USA and general operating expenses in the Group.

The Company may issue Equity Securities for non-cash consideration.

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.

(e) Allocation Policy under 10% Placement Facility

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 the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the purpose of the issue;

2018 SECOS Notice of Meeting

alternative 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 circumstances of the Company, including, but not limited to, the financial situation and solvency of the Company; and
advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

(f)

Previous approval under Listing Rule 7.1A

For the purposes of ASX Listing Rule 7.3A.6 the following information is provided:

The Company obtained Shareholder approval for the 10% Placement Capacity at its 2017 Annual General Meeting.
The table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of equity securities on the issue at the commencement of the 12 month period.

Equity securities issued in the prior 12 month period	73,499,628 ordinary shares Of the above ordinary shares issued, 10,203,718 ordinary shares were issued under 10% placement capacity.
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	29%

The table below along with notes set out specific details for each issue of equity securities that have taken place in the 12 month period preceding the date of the Annual General Meeting.

Date	Number of Equity Securities Issued	Class of Equity Securities Issued	To whom Equity Securities were issued	Issue Price	Dis- count	Cash Consider ation	Usage of fund
05‐01‐18	201,169	Ordinary Shares	Directors fee in lieu of cash	$0.081		$16,250	Working capital1

1 The use of the consideration for the issue of equity securities is working capital for the Company and is combined with the Company’s consolidated funds. The purposes for which the working capital has and will be used (as appropriate) are outlined in the relevant sections of the Explanatory Memorandum relating to the issue of securities.

2018 SECOS Notice of Meeting

29‐01‐18	555,556	Ordinary Shares	Issued on conversion of Convertible Notes	$0.090	$50,000	Working capital
05‐02‐18	7,175,092	Ordinary Shares	Issued on conversion of Convertible Notes	$0.090	$645,758	Working capital
08‐03‐18	500,000	Convertible Notes	Professional and Sophisticated Investors	$1.000	$500,000	Working capital
08‐03‐18	23,984,937	Placement Shares	Professional and Sophisticated Investors	$0.110	$2,638,34 3	Working capital
06‐04‐18	128,993	Ordinary Shares	Directors fee in lieu of cash	$0.126	$16,250	Working capital
13‐06‐18	8,172,870	Ordinary Shares	Professional and Sophisticated Investors	$0.071	$578,712	Working capital
14‐06‐18	3,144,663	Ordinary Shares	Professional and Sophisticated Investor	$0.071	$222,513	Working capital
19‐06‐18	443,413	Ordinary Shares	Professional and Sophisticated Investors	$0.071	$31,391	Working capital
21‐06‐18	4,388,389	Ordinary Shares	Professional and Sophisticated Investors	$0.072	$315,976	Working capital
25‐06‐18	1,371,928	Ordinary Shares	Professional and Sophisticated Investors	$0.073	$100,000	Working capital
30‐06‐18	1,358,106	Convertible Notes	Professional and Sophisticated Investors	$1.000	$1,358,10 6	Working capital
06‐07‐18	174,604	Ordinary Shares	Directors fee in lieu of cash	$0.093	$16,250	Working capital
18‐07‐18	2,000,000	Ordinary Shares	Placement to D Wake	$0.075	$150,000	Working capital
17‐09‐18	4,782,401	Ordinary Shares	Professional and	$0.063	$300,000	Working capital

2018 SECOS Notice of Meeting

			Sophisticated Investors
08‐10‐18	1,602,564	Ordinary Shares	Professional and Sophisticated Investors	$0.062	$100,000	Working capital
09‐10‐18	193,452	Ordinary Shares	Directors fee in lieu of cash	$0.084	$16,250	Working capital
26‐10‐18	15,179,597	Ordinary Shares	Professional and Sophisticated Investors	$0.062	$941,135	Working capital
	73,499,628	Ordinary Shares
Total	1,858,106	Convertible Notes

12.4 Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting. As at the date of the Notice of Meeting, the Company has not approached any existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

12.5 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 18.

OTHER MATTERS

The Directors are not aware of any other information that:

(a) is reasonably required by members in order to decide whether it is in the Company’s interests to pass each of the proposed Resolutions; or
(b) is known to the Company or to any of its Directors that has not previously been disclosed either direct to members or generally to the market in accordance with the Company’s continuing disclosure obligations under the ASX Listing Rules.

2018 SECOS Notice of Meeting

GLOSSARY

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars
10% Placement Facility has the meaning given in section 12.1.
10% Placement Period has the meaning given in section 12.2(d).
AEDT means Australian Eastern Daylight-Saving Time, being the time in Melbourne, Victoria, Australia.
Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ended 30 June 2018.
ASIC means Australian Securities and Investments Commission.
Associate has the same meaning as in the Corporation Act.
ASX means ASX Limited or the Australian Securities Exchange, as the context requires.
ASX Listing Rules and Listing Rules means the listing rules of the ASX.
Auditor means the auditor of the Company.
Auditor’s Report means the auditor’s report on the Financial Report.
Board means the Directors of the Company as at the date of this Notice of Meeting.
Chair and Chairman means the person appointed to chair the Meeting.
Closely Related Party has the meaning given in section 9 of the Corporations Act.
Company and SECOS means SECOS Group Limited (ACN 064 755 237).
Constitution means the constitution of the Company as at the commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Equity Securities has the meaning as in the ASX Listing Rules.
Explanatory Memorandum means the explanatory memorandum to the Notice of Meeting.
Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.
Group means the Company and subsidiaries as that term is defined by the Corporations Act.
Key Management Personnel or KMP means key management personnel as identified in the Remuneration Report for the financial year ended 30 June 2018.

2018 SECOS Notice of Meeting

Loan Share Plan means share plan as adopted by the Company at 2014 Annual General Meeting.
Managing Director means the Managing Director of the Company.
Option means an option which entitles the holder to subscribe for a Share in the Company.
Notice or Notice of Meeting means this notice of Annual General Meeting.
Proxy Form means the proxy form attached to the Notice of Meeting.
Remuneration Report means the remuneration report contained in the Company’s 2018 Annual Report.
Resolution means a resolution contained in this Notice of Meeting.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.
Share means fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

2018 SECOS Notice of Meeting

LODGE YOUR PROXY APPOINTMENT ONLINE

==> picture [87 x 36] intentionally omitted <==

ACN: 064 755 237

 ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

2018 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Secos Group Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, the Chair of the OR meeting Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Patersons Securities, Level 15, 333 Collins Street, Melbourne VIC 3000 on 30 November 2018 at 10.00am (AEST ) and at any adjournment or postponement of that Meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Item 1, 12 and 13 (except where I/we have indicated a different voting intention below) even though this Item is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favour of each Item of Business.

VOTING DIRECTIONS

	2018 ANNUAL GENERAL MEETING PROXY FORM I/We beingshareholder(s)of Secos GroupLimited and entitled to attend and vote hereby:	2018 ANNUAL GENERAL MEETING PROXY FORM I/We beingshareholder(s)of Secos GroupLimited and entitled to attend and vote hereby:	2018 ANNUAL GENERAL MEETING PROXY FORM I/We beingshareholder(s)of Secos GroupLimited and entitled to attend and vote hereby:	2018 ANNUAL GENERAL MEETING PROXY FORM I/We beingshareholder(s)of Secos GroupLimited and entitled to attend and vote hereby:	2018 ANNUAL GENERAL MEETING PROXY FORM I/We beingshareholder(s)of Secos GroupLimited and entitled to attend and vote hereby:	2018 ANNUAL GENERAL MEETING PROXY FORM I/We beingshareholder(s)of Secos GroupLimited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held atPatersons Securities, Level 15, 333 Collins Street, Melbourne VIC 3000 on 30 November 2018 at 10.00am (AEST )and at any adjournment or postponement of that Meeting. Chair authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Item 1, 12 and 13 (except where I/we have indicated a different voting intention below) even though this Item is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favourof each Item of Business.
	VOTING DIRECTIONS
	Agenda Items For Against Abstain*
		1	Adoption of Remuneration Report(non‐binding)			
		2	Re‐election of Director – Mr Trevor Haines			
		3	Re‐election of Director – Mr David Wake			
		4	Ratification of Issue of 23,984,937 Placement Shares to sophisticated andprofessional investors			
		5	Ratification of issue of 2,000,000placement shares to Mr David Wake			
		6	Ratification of issue of 15,179,597placement shares to sophisticated andprofessional investors under theplacement			
		7	Approval of the issue of 1,612,904 fully paid ordinary shares to Chocolate Investments Pty Ltd (related party controlled by			
			Mr Richard Tegoni) under the placement
2		8	Approval of the issue of 2,903,226 fully paid ordinaryshares to Mr Donald Haller Jr under theplacement			
P		9	Approval and Ratification of the issue to sophisticated investors of 1,858,106 Convertible Notes			
STE		10	Approval of the convertibility of 50,000 Convertible Notes issued to Chocolate Investments Pty Ltd (related party			
			controlled by Mr Richard Tegoni)
		11	Approval of convertibilityof 270,270 Convertible Notes issued to Mr Donald Haller Jr			
		12	Issue of Shares to Mr Richard Tegoni under the Loan Share Plan			
		13	Issue of Shares to Mr Donald Haller Jr under the Loan Share Plan			
		14	Issue of 825,145 Shares to Mr Stephen Walters to convert debt into equity			
		15	Issue of 865,655 Shares to Mr Trevor Haines to convert debt into equity			
		16	Issue of 507,455 Shares to Mr Robert Morgan to convert debt into equity			
		17	Issue of 543,664 Shares to Mr Peter Symons to convert debt into equity			
		18	Approval of additionalplacement capacityunder ASX ListingRule 7.1A			
	* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your 
	votes will not be counted in computing the required majority on a poll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)


	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of
	attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
	in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Item 1, 12 and 13 by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Item 1, 12 and 13.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), the Chair may vote as they see fit on that item.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on 28 November 2018, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor‐login

BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909
BY FAX +61 8 9262 3723
BY EMAIL [email protected]
IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009
ALL ENQUIRIES TO Telephone: +61 8 9389 8033
(b) Return both forms together.

AI assistant

MYECO GROUP LTD — AGM Information 2018

65304_rns_2018-10-28_097b0d04-ad46-40cd-ade1-b14ed389a1d3.pdf

SECOS GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

SECOS GROUP LIMITED

(ACN 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

FINANCIAL STATEMENTS, DIRECTORS’ REPORT, AND AUDITOR’S REPORT

Note: There is no requirement for Shareholders to approve these reports.

- RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON BINDING)

The vote on this Resolution 1 is advisory only and does not bind the Company or the Directors.

Voting Exclusion Statement

RESOLUTION 2: RE-ELECTION OF DIRECTOR

RESOLUTION 3: RE-ELECTION OF DIRECTOR

RESOLUTION 4: RATIFICATION OF ISSUE OF 23,984,937 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Voting Exclusion Statement

RESOLUTION 5: RATIFICATION OF ISSUE OF 2,000,000 PLACEMENT SHARES TO MR DAVID WAKE

Voting Exclusion Statement

RESOLUTION 6: RATIFICATION OF ISSUE OF 15,179,597 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS UNDER THE PLACEMENT

Voting Exclusion Statement

RESOLUTION 7: APPROVAL OF THE ISSUE OF 1,612,904 FULLY PAID ORDINARY SHARES TO CHOCOLATE INVESTMENTS PTY LTD (ACN 117 009 935) (RELATED PARTY CONTROLLED BY MR RICHARD TEGONI) UNDER THE PLACEMENT

Voting Exclusion Statement

RESOLUTION 8: APPROVAL OF THE ISSUE OF 2,903,226 FULLY PAID ORDINARY SHARES TO MR DONALD HALLER JR UNDER THE PLACEMENT

Voting Exclusion Statement

RESOLUTION 9: APPROVAL AND RATIFICATION OF THE ISSUE TO SOPHISTICATED INVESTORS OF 1,858,106 CONVERTIBLE NOTES

Voting Exclusion Statement

RESOLUTION 10: APPROVAL OF THE CONVERTIBILITY OF 50,000 CONVERTIBLE NOTES ISSUED TO CHOCOLATE INVESTMENTS PTY LTD (ACN 117 009 935) (RELATED PARTY CONTROLLED BY MR RICHARD TEGONI)

Voting Exclusion Statement

RESOLUTION 11: APPROVAL OF CONVERTIBILITY OF 270,270 CONVERTIBLE NOTES ISSUED TO MR DONALD HALLER JR.

Voting Exclusion Statement

RESOLUTION 12: ISSUE OF SHARES TO MR RICHARD TEGONI UNDER THE LOAN SHARE PLAN

Voting Exclusion Statement

RESOLUTION 13: ISSUE OF SHARES TO MR DONALD HALLER JR UNDER THE LOAN SHARE PLAN

Voting Exclusion Statement:

RESOLUTION 14: ISSUE OF 825,145 SHARES TO MR STEPHEN WALTERS TO CONVERT DEBT INTO EQUITY

Voting Exclusion Statement:

RESOLUTION 15: ISSUE OF 865,655 SHARES TO MR TREVOR HAINES TO CONVERT DEBT INTO EQUITY

Voting Exclusion Statement:

RESOLUTION 16: ISSUE OF 507,455 SHARES TO MR ROBERT MORGAN TO CONVERT DEBT INTO EQUITY

Voting Exclusion Statement:

RESOLUTION 17: ISSUE OF 543,664 SHARES TO MR PETER SYMONS TO CONVERT DEBT INTO EQUITY

Voting Exclusion Statement:

RESOLUTION 18: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A

Voting Exclusion Statement

Appointing a proxy

Undirected Proxies and Voting Restrictions

Corporate representation

VOTING EXCLUSION

ENTITLEMENT TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

SECOS Group Limited

Edmond Tern

EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

BUSINESS

- RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON BINDING)

1.1 Background

1.2 Voting exclusion statement

1.3 Directors’ Recommendation

RESOLUTION 2: RE-ELECTION OF DIRECTOR – T HAINES

2.1 Background

MR TREVOR HAINES

(B Comm, FCPA)

2.2 Directors’ Recommendation

RESOLUTION 3: RE-ELECTION OF DIRECTOR – D WAKE

3.1 Background

MR DAVID WAKE

(B. Ec)

3.2 Directors’ Recommendation

RESOLUTION 4: RATIFICATION OF ISSUE OF 23,984,937 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

4.1 Background

4.2 ASX Listing Rule 7.4

4.3 Technical information required by ASX Listing Rule 7.5

(a) Number of securities issued

(b) Issue price of securities

(c) Terms of securities

(d) Names of allottees or the basis on which allottees were determined

(e) Intended use of the funds raised

4.4 Voting Exclusion Statement

4.5 Directors’ Recommendation

MYECO GROUP LTD AGM Information 2018