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26 October 2020

Dear Shareholders

Annual General Meeting – Notice of Meeting & Proxy Form

Notice is hereby given that the Annual General Meeting (Meeting) of shareholders of SECOS Group Limited (Company) (ASX: SES) will be held virtually on Wednesday 25 November 2020 at 9:00 am AEDT.

In accordance with section 5(f) of the Corporations (Coronavirus Economic Response) Determination (No.3) 2020 (Cth), the Company will not be sending a hard copy of the notice of Meeting (Notice) to Shareholders. Instead, a copy of the Notice will be made available electronically as follows:

via the Company’s website at www.secosgroup.com.au/investors/media/announcements; and
via the ASX page at www.asx.com.au/asx/share-price-research/company/SES; and
if you have nominated an email address and have elected to receive electronic communications from the Company, via the electronic link that is sent to your nominated email address.

While the Board would like to host all Shareholders in person, in order to minimize the risk to Shareholders, the Board has determined that the meeting will be conducted online. Details regarding how to participate in the virtual meeting are contained in the Notice.

If you are unable to access the Notice through the above means or for any other reason, please contact the Company Secretary on +61433369997 or at [email protected] between 9:00am to 5:00pm (AEDT) on Monday to Friday to arrange to access a copy of the Notice.

For and on behalf of The Board of SECOS Group Limited

Edmond TERN

Company Secretary SECOS Group Limited

SECOS Group Limited (ASX: SES) ACN 064 755 237 Level 3, 302 Burwood Road, Hawthorn, VIC 3122 Australia t: +613 8566 6800 e: [email protected] www.secosgroup.com.au

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SECOS GROUP LIMITED (ABN 89 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

Time: 0900 AEDT (9:00 am Melbourne time) Date: Wednesday, 25 November 2020 Venue: Virtually

Due to the COVID-19 pandemic, the Annual General Meeting will be held virtually to comply the Australian Government regulations on gatherings and to ensure the health and safety of shareholders and meeting attendees. Accordingly, shareholders are encouraged to vote by directed proxy in lieu of attending the meeting.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on +61 433 369 997.

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SECOS GROUP LIMITED

(ABN 89 064 755 237)

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 (ABN 89 064 755 237) (ASX: SES) (“ SECOS ” or the “ Company ”) will be held virtually on Wednesday 25 November 2020 at 9:00 am (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 2020 (“ Annual Report ”).

An electronic copy of the Annual Report is available to download or view on the Company’s website at: http://secosgroup.com.au/wp-content/uploads/2020/08/FY2020-Annual-Report.pdf

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, the following non-binding resolution as an Ordinary Resolution :

“That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report for the financial year ended 30 June 2020, as set out in the Directors’ Report of the Annual Report of the Company on pages 12 to 15, be adopted.”

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

Voting Prohibition Statement

In accordance with section 250R(4) 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

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(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 – MR DONALD HALLER JR

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

“That Mr Donald Haller Jr, who retires as a Director of the Company by rotation 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: RATIFICATION OF ISSUE OF 14,924,858 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 14,924,858 fully paid ordinary shares in the capital of the Company at an issue price of $0.05 per share to sophisticated and professional investors under the placement announced on 25 March 2020, 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 3 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 or attorney for a person who is entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form;
(d) it is cast by the Chairman of the Annual General Meeting as a proxy or attorney for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides; or
(e) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

RESOLUTION 4: APPROVAL OF THE ISSUE OF 6,816,000 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 resolution as an Ordinary Resolution:

“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 6,816,000 fully paid ordinary shares in the capital of the Company to Mr Donald Haller Jr under the placement announced on 25 March 2020, 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) Mr Donald Haller Jr and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); and
(b) an associate of that person (or persons).

However, the Company need not disregard a vote if:

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

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

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RESOLUTION 5: APPROVAL OF THE ISSUE OF 300,000 FULLY PAID ORDINARY SHARES TO MR RICHARD TEGONI UNDER THE PLACEMENT

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

“ That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 300,000 fully paid ordinary shares in the capital of the Company to Mr Richard Tegoni under the placement announced on 25 March 2020, 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 Richard Tegoni and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); and
(b) an associate of that person (or persons).

However, the Company need not disregard a vote if:

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

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

RESOLUTION 6: APPROVAL OF THE ISSUE OF 300,000 FULLY PAID ORDINARY SHARES TO MR DAVID WAKE UNDER THE PLACEMENT

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

“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 300,000 fully paid ordinary shares in the capital of the Company to Mr David Wake under the placement announced on 25 March 2020, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

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Voting Exclusion Statement

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

(a) Mr David Wake and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity; and
(b) an associate of that person (or persons).

However, the Company need not disregard a vote if:

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

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

RESOLUTION 7: APPROVAL OF THE ISSUE OF 300,000 FULLY PAID ORDINARY SHARES TO MR JIM WALSH UNDER THE PLACEMENT

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

“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 300,000 fully paid ordinary shares in the capital of the Company to Mr Jim Walsh under the placement announced on 25 March 2020, 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 Jim Walsh and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity; and
(b) an associate of that person (or persons).

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However, the Company need not disregard a vote if:

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

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

RESOLUTION 8: RATIFICATION OF ISSUE OF 87,423,379 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior allotment and issue of 87,423,379 fully paid ordinary shares in the capital of the Company at an issue price of $0.17 per share to sophisticated and professional investors under the placement announced on 9 September 2020, 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 8 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 or attorney for a person who is entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form;
(d) it is cast by the Chairman of the Annual General Meeting as a proxy or attorney for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides; or
(e) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

RESOLUTION 9: APPROVAL OF THE ISSUE OF 811,920 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 resolution as an Ordinary Resolution:

“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of 811,920 fully paid ordinary shares in the capital of the Company to Mr Donald Haller Jr under the placement announced on 9 September 2020, 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 9 by or on behalf of:

(a) Mr Donald Haller Jr and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity; 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 or attorney for a person who is entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form;
(d) it is cast by the Chairman of the Annual General Meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides; or
(e) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

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RESOLUTION 10: 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 resolution as a 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.”

Voting Exclusion Statement

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

(a) any person who is expected to participate in, or who will obtain a material benefit as a result of the issue of Equity Securities under Listing Rule 7.1A (except a benefit solely in the capacity of a holder of Shares the proposed issue); or
(b) any associate of that person (or those persons).

However, the Company will not disregard a vote if:

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

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

RESOLUTION 11: APPROVAL OF EMPLOYEE INCENTIVE PLAN

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

“That, for the purposes of ASX Listing Rule 7.2, Exception 13 and for all other purposes, Shareholders approve the Employee Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum”

A summary of the Company’s Employee Incentive Plan is enclosed to this Notice of Meeting at Schedule 1.

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Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of any person who is eligible to participate in the Employee Incentive Plan or an associate of that person (or persons).

However, the Company will not disregard a vote cast in favour of Resolution 11 if:

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

Voting Prohibition Statement

A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chairman; and
(d) the appointment expressly authorises the Chairman to exercise the proxy even if the resolution 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 11.

An explanation of the proposed Resolutions 1 to 11 is set out in the Explanatory Memorandum, which forms part of this Notice of Meeting.

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ENTITLEMENT TO ATTEND AND VOTE AT MEETING

Changes to meeting procedure due to COVID-19

The Board advises that due to the current restrictions on public gatherings in relation to COVID-19 and in the interests of the health and safety of all those attendees, the Company is not able to allow shareholders to attend the Company's Annual General Meeting in person. The AGM will therefore be held as a fully virtual meeting via www.advancedshare.com.au/virtual-meeting.

Meeting ID and password can be found in proxy form despatched to each Shareholder separately.

In order to vote at the meeting, shareholders, proxyholders, corporate representatives and holders of powers of attorney must also log on to the www.advancedshare.com.au/virtualmeeting.

Entitlement to attend and vote at the Annual General Meeting

All members may attend the Annual General Meeting. The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 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 Monday 23 November 2020 . Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.

Voting electronically

Shareholders are advised that all resolutions will be decided on a poll. Please note that you are strongly encouraged to lodge Proxy Forms prior to the due date specified below.

Shareholders and proxyholders will be able to vote at the meeting online via the www.advancedshare.com.au/virtual-meeting platform:

(a) visiting www.advancedshare.com.au/virtual-meeting on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox); and
(b) entering the unique Meeting ID found in Proxy Form.
(c) entering your unique shareholder ID

If votes are not casted prior to meeting, polling can take place at the meeting upon Chairman’s announcement. For full details on voting and access to the meeting, please refer to the proxy form provided.

Shareholders with multiple holdings will either need to log into the www.advancedshare.com.au/virtual-meeting platform separately under each SRN or HIN to cast their vote whilst the poll is open during the Meeting or cast their vote by lodging a Proxy Form by the submission date specified below.

Participation in the meeting

Shareholders are strongly encouraged to submit any questions they may have of the Company in writing to the Company Secretary at [email protected] by 1700 AEDT on Monday 23 November 2020.

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Due to the difficulties of having a large number of attendees on a webcast, participants will be on listen-only mode and will not have the opportunity to speak during the call.

Technical Difficulties

Technical difficulties may arise during the course of the Meeting. The Chairman has discretion as to whether and how the Annual General Meeting should proceed in the event that a technical difficulty arises. In exercising his or her discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected.

Where the Chairman considers it appropriate, the Chairman may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a Proxy Form by 10:00am (AEDT) on 20 November 2020, even if they plan to attend the Meeting online.

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 20 November 2020.

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 email: [email protected]
by email: [email protected]

Further instructions are on the reverse of the Proxy Form.

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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 Resolution 1 or Resolution 11 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.

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: 22 October 2020

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

This Explanatory Memorandum accompanies and forms part of the SECOS Group Limited (ABN 89 064 755 237) (ASX: SES) (“ SECOS ” or the “ Company ”) Notice of Annual General Meeting to be held virtually on Wednesday 25 November 2020 at 9:00 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)

Background

As required by section 317 of the Corporations Act 2001 (Cth), the Financial Report, Directors' Report and the Auditor's Report of the Company for the financial year ended 30 June 2020 will be laid before the Annual General Meeting. The Remuneration Report is included in the Directors’ Report contained in the Company’s 2020 Annual Report at pages 14 to 16 inclusive.

Shareholders may access the Company’s 2020 Annual Report by visiting the Company’s website (www.secosgroup.com.au) or may order a hard copy of the 2020 Annual Report by 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 Executive 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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

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 2019 Remuneration Report did not receive a “no” vote of 25% or more when it was tabled at the 2019 annual general 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.

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 2020 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.

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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR DONALD HALLER JR

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 Donald Haller Jr

Appointed 1 September 2016. Donald has a distinguished background in accounting as a former partner of a major international accounting firm in the USA before venturing into management consulting as a leading professional consultant.

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

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: RATIFICATION OF ISSUE OF 14,924,858 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Background

On 31 March 2020, the Company raised $746,243 (before costs) via a placement offer to professional and sophisticated investors (“ March Placement ”). A total of 14,924,858 fully paid ordinary shares were issued (“ March Placement Shares ”) at 5.0 cents ($0.05) per Share. The March Placement Shares were placed with professional and sophisticated investors.

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

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

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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

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 3 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.

If Resolution 3 is passed, the March Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 3 is not passed, the March Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

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

14,924,858 Shares were issued on 31 March 2020, pursuant to ASX Listing Rule 7.1.

(b) Issue price of securities

The March Placement Shares were issued at a price of $0.05 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 709 of the Corporations Act 2001 (Cth).

No March Placement Shares were issued to any related parties.

(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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Voting Exclusion Statement

A voting exclusion statement for Resolution 3 is included in the Notice of Meeting accompanying the Explanatory Memorandum.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

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

RESOLUTIONS 4, 5, 6, 7: APPROVAL OF THE ISSUE OF SHARES TO RELATED PARTIES

Background

On 31 March 2020, in addition to the Placement to professional and sophisticated investors, the Company received commitments from and determined to make a placement to directors as follows:

(a) a placement was to be made to Mr Donald Haller Jr of 6,816,000 Shares;
(b) a placement was to be made to Mr Richard Tegoni of 300,000 Shares;
(c) a placement was to be made to Mr David Wake of 300,000Shares; and
(d) a placement was to be made to Mr Jim Walsh of 300,000 Shares,

(collectively, 7,716,000 Shares, the “ Director Placement Shares ”).

Related Party Requirements of Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act 2001 (Cth) 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 Donald Haller Jr., Mr Richard Tegoni, Mr David Wake and Mr Jim Walsh 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.

The Board (other than the relevant related party) considers the issue of the Director 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 March Placement.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Therefore, the Company will not seek approval for the issue of the Director Placement Shares pursuant to section 209 of the Corporations Act 2001 (Cth) as the exception under section 210 of the Corporations Act 2001 (Cth) 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.

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.

Mr Donald Haller Jr., Mr Richard Tegoni, Mr David Wake and Mr Jim Walsh are related parties of the Company by virtue of being a Director or controlled by a Director of the Company. Resolutions 4, 5, 6 and 7 seek the approval of the Company’s Shareholders’ under ASX Listing Rule 10.11 to approve the issue of the Director Placement Shares, a total of 7,716,000 Shares as set out above.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Placement Shares in accordance with Resolutions 4, 5, 6 and 7 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Director Placement Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

If Resolutions 4, 5, 6 and 7 are passed, the Company will be able to proceed with the issue of the Director Placement Shares to Mr Donald Haller Jr., Mr Richard Tegoni, Mr David Wake and Mr Jim Walsh within one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). If Resolutions 4, 5, 6 and 7 are not passed, the Company will not be able to proceed with the issue of the Director Placement Shares.

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 4

Mr Donald Haller Jr.

Resolution 5

Mr Richard Tegoni

Resolution 6

Mr David Wake

Resolution 7

Mr Jim Walsh

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(b) Category in ASX Listing Rules 10.11.1 – 10.11.5

Resolution 4

Mr Donald Haller Jr. is, pursuant to ASX Listing Rule 10.11.1 and section 228 of the Corporations Act 2001 (Cth), a related party of the Company by virtue of being a Director or controlled by a Director of the Company.

Resolution 5

Mr Richard Tegoni is, pursuant to ASX Listing Rule 10.11.1 and section 228 of the Corporations Act 2001 (Cth), a related party of the Company by virtue of being a Director or controlled by a Director of the Company.

Resolution 6

Mr David Wake is, pursuant to ASX Listing Rule 10.11.1 and section 228 of the Corporations Act 2001 (Cth), a related party of the Company by virtue of being a Director or controlled by a Director of the Company.

Resolution 7

Mr Jim Walsh is, pursuant to ASX Listing Rule 10.11.1 and section 228 of the Corporations Act 2001 (Cth), a related party of the Company by virtue of being a Director or controlled by a Director of the Company.

(c) Maximum number of securities

Resolution 4

A placement of 6,816,000 Shares to Mr Donald Haller Jr.

Resolution 5

A placement 300,000 to Mr Richard Tegoni.

Resolution 6

A placement of 300,000 Shares to Mr David Wake.

Resolution 7

A placement of 300,000 Shares to Mr Jim Walsh.

(d) Date by which the securities will be issued

The Director 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).

(e) Issue price of securities

The Director Placement Shares will be issued at a price of $0.05 per Share.

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(f) 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.

(g) Intended use of the funds raised

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

(h) Date of allotment (if applicable)

The placement was announced on 25 March 2020.

Voting Exclusion Statement

A voting exclusion statement is included for Resolutions 4, 5, 6 and 7 in the Notice of Meeting accompanying this Explanatory Memorandum.

Director’s recommendations

The Directors (other than Mr Donald Haller Jr in relation to Resolution 4, Mr Richard Tegoni in relation to Resolution 5, Mr David Wake in relation to Resolution 6, and Mr Jim Walsh in relation to Resolution 7) unanimously recommend that Shareholders vote in favour of Resolutions 4, 5, 6 and 7.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 4, 5, 6 and 7.

RESOLUTION 8: RATIFICATION OF ISSUE OF 87,423,379 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Background

On 16 September 2020, the Company raised $14,861,974 (before costs) via a placement offer to professional and sophisticated investors (“ September Placement ”). A total of 87,423,379 fully paid ordinary shares were issued (“ September Placement Shares ”) at 17.0 cents ($0.17) per Share. The September Placement Shares were placed with professional and sophisticated investors.

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

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

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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 8 seeks the approval of the Company’s Shareholders’ under ASX Listing Rule 7.4 to ratify the prior allotment and issue of the September 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.

If Resolution 8 is passed, the September Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 8 is not passed, the September Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

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
87,423,379 Shares were issued on 16 September 2020, pursuant to ASX Listing Rule 7.1.
(b) Issue price of securities

The September Placement Shares were issued at a price of $0.17 per Share.

All September Placement Shares were issued as fully paid ordinary shares ranking equally with existing Shares on issue. The September 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

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

The September Placement Shares were issued to professional and sophisticated investors (within the meaning ascribed to those expressions in section 709 of the Corporations Act 2001 (Cth).

No September Placement Shares were issued to any related parties.

(e) Intended use of the funds raised

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

Voting Exclusion Statement

A voting exclusion statement for Resolution 8 is included in the Notice of Meeting accompanying the Explanatory Memorandum.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8.

The Chairman intends to exercise all undirected proxies in favour of Resolution 8.

RESOLUTION 9: APPROVAL OF THE ISSUE OF SHARES TO RELATED PARTY

Background

On 16 September 2020, in addition to the September Placement to professional and sophisticated investors, the Company received commitments from and determined to make a placement to Mr Donald Haller Jr of 811,920 Shares (the “ Haller Placement Shares ”).

Related Party Requirements of Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act 2001 (Cth) 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 Donald Haller Jr. is related party of the Company and the placement of shares to Mr Haller Jr constitutes the giving of a financial benefit.

The Board (other than the relevant related party) considers the issue of the Haller 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 September Placement.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Therefore, the Company will not seek approval for the issue of the Haller Placement Shares pursuant to section 209 of the Corporations Act 2001 (Cth) as the exception under section 210 of the Corporations Act 2001 (Cth) applies. However, the Company is seeking approval for the issue of the Haller Placement Shares pursuant to ASX Listing Rule 10.11 as discussed below.

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Haller Placement Shares to Mr Donald Haller Jr. within one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Haller Placement Shares.

ASX Listing Rule 10.11

Mr Donald Haller Jr. is related party of the Company by virtue of being a Director or controlled by a Director of the Company. Resolution 9 seek the approval of the Company’s Shareholders’ under ASX Listing Rule 10.11 to approve the issue of the Haller Placement Shares, a total of 811,920 Shares as set out above.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Haller Placement Shares in accordance with Resolution 9 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Haller Placement Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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

Mr Donald Haller Jr.

(i) Category in ASX Listing Rules 10.11.1 – 10.11.5

(b) Maximum number of securities

A placement of 811,920 Shares to Mr Donald Haller Jr.

(c) Date by which the securities will be issued

The Haller 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).

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(d) Issue price of securities

The Haller Placement Shares will be issued at a price of $0.17 per Share.

(e) The terms of the securities

All Haller Placement Shares will be issued as fully paid ordinary shares ranking equally with existing Shares on issue. The Haller 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 Haller Placement Shares will be used for capital expenditure, managing inventory and receivables, and general operating expenses in the Group.

(g) Date of allotment (if applicable)

The placement was announced on 9 September 2020.

Voting Exclusion Statement

A voting exclusion statement is included for Resolution 9 in the Notice of Meeting accompanying this Explanatory Memorandum.

Director’s recommendations

The Directors, other than Mr Donald Haller Jr unanimously recommend that Shareholders vote in favour of Resolution 9.

The Chairman intends to exercise all undirected proxies in favour of Resolution 9.

RESOLUTION 10: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A

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 $25 million as at 1 October 2020.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an Equity Security.

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: SES).

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 10 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.

If Shareholders approve Resolution 10, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. If Resolution 10 is not passed, the issue of the Equity Securities under the 10% Placement Facility will be included in calculating the Company’s 10% limit, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

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 fully paid ordinary securities on issue at the commencement of the 12 month period immediately preceding the date of issue or agreement ( Relevant Period ):

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plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
plus the number of fully paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4;
plus the number of fully paid ordinary securities issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
the agreement was entered into before the commencement of the Relevant Period; or
the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;
plus the number of any other fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or 7.4;
plus the number of partly paid ordinary securities that became fully paid in the Relevant Period;
less the number of fully paid ordinary securities cancelled in the Relevant Period.

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.

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 517,856,067 ordinary shares and has a capacity to issue:

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(a) no further Equity Securities under ASX Listing Rule 7.1 subject to Shareholder approval being obtained under Resolutions 3, 4, 5, 6, 7, 8 and 9; and
(b) subject to Shareholder approval being obtained under Resolution 10, a further 52,499,894 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 above).

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:

(a) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(b) the time and date of the entity’s next annual general meeting; or
(c) 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.

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 10 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Potential risk of economic and voting dilution

If Resolution 10 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:

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(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 1 October 2020) 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:

(i) 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
(ii) 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 $0.17 as at 14 October 2020.

Variable “A” in Listing Rule 7.1A.2			Dilution
		50% decrease in Current Issue Price $0.09	Current Issue Price $0.17	100% increase in Current Issue Price $0.34
524,998,942 Current Variable “A”	10% Voting dilution	52,499,894 Ordinary Shares	52,499,894 Ordinary Shares	52,499,894 Ordinary Shares
	Funds raised	$4,462,491	$8,924,982	$17,849,964
787,498,413 50% increase in current Variable “A”	10% Voting dilution	78,749,841 Ordinary Shares	78,749,841 Ordinary Shares	78,749,841 Ordinary Shares
	Funds raised	$6,693,737	$13,387,473	$26,774,946
1,049,997,884	10% Voting dilution	104,999,788 Ordinary Shares	104,999,788 Ordinary Shares	104,999,788 Ordinary Shares

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	100% increase in current Variable “A”	Funds raised	$8,924,982	$17,849,964	$35,699,928

The table has been prepared on the following assumptions:

The current issue price is $0.17, being the closing price of the Company’s Shares on the ASX on 14 October 2020.
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 10 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, inventory and receivables and general operating expenses in the Group.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) 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;

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL 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;
the prevailing market conditions; 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 2019 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	102,707,041 ordinary shares Of the above ordinary shares issued, 22,858,476 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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Date	Number of Equity Securities Issued	Class of Equity Securities Issued	To whom Equity Securities were issued	Issue Price	Cash Consideration	Usage of funds
26-Nov-19	8,652,107	Ordinary Shares	Placement shares to related parties	$0.045	$386,727	Working capital1
23-Dec-19	5,410,750	Ordinary Shares	Options exercised	$0.060	$324,645	Working capital
7-Jan-20	703,035	Ordinary Shares	Directors fee in lieu of cash	$0.089	$62,500	Working capital
31-Mar-20	14,924,858	Ordinary Shares	Professional and Sophisticated Investors	$0.050	$746,243	Working capital
3-Apr-20	820,208	Ordinary Shares	Directors fee in lieu of cash	$0.076	$62,500	Working capital
7-Jul-20	1,100,355	Ordinary Shares	Directors fee in lieu of cash	$0.057	$62,500	Working capital
7-Jul-20	358,804	Ordinary Shares	Professional and Sophisticated Investors	$0.057	$20,380	Working capital
10-Jul-20	7,458,346	Ordinary Shares	Convertible notes converted	$0.047	$350,000	Working capital
26-Aug-20	3,166,666	Ordinary Shares	Options exercised	$0.060	$190,000	Working capital
16-Sep-20	87,423,379	Ordinary Shares	Professional and Sophisticated Investors	$0.170	$14,861,974	Working capital and capital expenditure
Total	130,018,508	Ordinary Shares

(g) Listing Rule 7.1A.4

When the Company issues Equity Securities pursuant to the 10% Placement Facility, it must:

(i) state in its announcement of the proposed issue under Listing Rule 3.10.3 or in its application for quotation of the Equity Securities under Listing Rule 2.7 that the Equity Securities are being issued under Listing Rule 7.1A; and

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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

(ii) give to ASX immediately after the issue a list of names of the persons to whom the entity issued the Equity Securities and the number of Equity Securities issued to each (not for release to the market).

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.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 10.

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

RESOLUTION 11: APPROVAL OF EMPLOYEE INCENTIVE PLAN

Background

Resolution 11 seeks Shareholder approval pursuant to Listing Rule 7.2 Exception 13(b) to approve the Company’s Employee Incentive Plan and to enable the securities granted under the Employee Incentive Plan, and Shares issued upon the vesting or exercise of such securities, to be exempted from contributing towards the rolling annual limit of 15% of issued Shares prescribed by Listing Rule 7.1.

A summary of the Employee Incentive Plan, to be approved pursuant to this Resolution 11, is enclosed at Schedule 1.

The Employee Incentive Plan is intended to assist the Company to attract and retain key executives and employees. The Board believes the Employee Incentive Plan will achieve the following key objectives:

(a) establish a method by which Eligible Participants can participate in the future growth and profitability of the Company;
(b) provide an incentive and reward for Eligible Participants for their contributions to the Company;
(c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company; and
(d) align the interests of Eligible Participants more closely with the interests of Shareholders, by providing an opportunity for Eligible Participants to hold an equity interest in the Company.

Listing Rule 7.2

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more securities during any 12 month period than that amount which represents 15% of

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

the number of fully paid ordinary securities on issue at that commencement of that 12 month period.

Listing Rule 7.2 Exception 13(b) operates as an exception to Listing Rule 7.1. The effect of shareholder approval under Listing Rule 7.2 Exception 13(b) is that any issues of securities under the Employee Incentive Plan are treated as having been made with approval of shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2 Exception 13(b) will be effective for a period of three years.

If Resolution 11 is passed, the Company will be able to issue securities under the Employee Incentive Plan to Eligible Participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period. If Resolution 11 is not passed, the Company will be able to proceed with the issue of securities under the Employee Incentive Plan to Eligible Participants, however, any issues of securities will reduce, to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the securities.

In accordance with the requirements of Listing Rule 7.2 Exception 13(b), the Company provides the following information:

(a) a summary of the material terms of the Employee Incentive Plan is set out in Schedule 1; (b) as the Employee Incentive Plan is being approved for the first time, no securities have been issued under it;
(c) the maximum number of Equity Securities proposed to be issued under the Employee Incentive Plan following approval is 26,249,947; and
(d) a voting exclusion statement has been included in the Notice of Meeting for the purposes of Resolution 11.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 11.

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

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.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

GLOSSARY

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.
10% Placement Facility has the meaning given in the explanatory note to Resolution 10.
10% Placement Period has the meaning given in the explanatory note to Resolution 10.
AEDT means Australian Eastern Daylight-Saving Time, being the time in Melbourne, Victoria, Australia.
Annual General Meeting , AGM or Meeting means the annual general meeting proposed in this Notice of Meeting.
Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ended 30 June 2020.
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).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
Director means a director of the Company.
Eligible Participant means persons eligible to participate in the Employee Incentive Plan, including, in relation to the Group, full-time or part-time employees, executive and nonexecutive Directors, contractors and casual employees (provided that they are or might reasonably be expected to be engaged to work pro-rata equivalent of 40% or more of a comparable full time position).

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Employee Incentive Plan means the employee incentive plan, a summary of which is enclosed at Schedule 1.
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 2020.
Executive Director means the Executive 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 2020 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.
Special Resolution means a resolution requiring the 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).

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

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SCHEDULE 1 – SUMMARY OF TERMS & CONDITIONS OF EMPLOYEE INCENTIVE PLAN

Plan Rules

The Secos Group Employee Incentive Plan ( Plan ) is governed by the Plan Rules.

Set out below is a summary of the Plan Rules and the full Plan Rules may be found on the Company’s website at www.secosgroup.com.au .

Objectives

The objectives of the Plan are to:

(a) establish a method by which Eligible Participants can participate in the future growth and profitability of the Company;
(b) provide an incentive and reward for Eligible Participants for their contributions to the Company;
(c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company; and
(d) align the interests of Eligible Participants more closely with the interests of Shareholders, by providing an opportunity for Eligible Participants to hold an equity interest in the Company.

Options and Performance Rights

Under the Plan, a Performance Right is a right, subject to the terms and conditions of the Plan Rules, to subscribe or apply for and acquire fully paid ordinary shares in the capital of the Company ( Share ) and similarly an Option is a right, subject to the terms and conditions of the Plan Rules, to subscribe or apply for and acquire fully paid ordinary Shares.

Eligible Participant

Persons eligible to participate in the Plan are, in relation to the Group, full-time or part-time employees, executive and non-executive Directors, contractors and casual employees (provided that they are or might reasonably be expected to be engaged to work pro-rata equivalent of 40% or more of a comparable full time position). Each such person who participates in the Plan is hereafter referred to as a Participant.

Determination to Participate

The Board may at its discretion determine the number of Options or Performance Rights to be offered to Eligible Participants and, subject to the Plan Rules, the terms and conditions applicable to such Options or Performance Rights. An invitation shall specify the date of grant, the total number of Performance Rights or Share Options granted, the exercise price (if any) to apply for shares upon exercise of the Performance Rights or Share Options after vesting or exercise (as applicable) and the exercise period for the Performance Right or Share Option including the vesting date and expiry date, and any other matters the Board determines, including exercise or vesting performance conditions attaching to the Performance Rights or Share Options.

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Exercise or Vesting of Performance Rights or Options

A Participant’s Performance Rights or Options may only be vested or exercised (as applicable), allowing such Participant to then acquire Shares, if the Performance Right or Option has not lapsed in accordance with these Rules and any Exercise Conditions or Vesting Conditions and any other relevant conditions attaching to the Performance Right or Option have been satisfied or waived. An Option may only be exercised by a Participant if the Participant lodges with the Company a duly signed and completed notice of exercise, together with payment of the Exercise Price for the Options being exercised.

Performance Right Payout

If, on the date a Performance Right vests in a Participant, the Company is not legally permitted to issue Shares to the Participant, subject to all applicable laws, the Company must pay to the Participant an amount equal to the 30 day volume weighted average price of the Shares multiplied by the number of Performance Rights held by the Participant at the date of vesting in lieu of the Shares.

Exercise Price

The exercise price means an amount determined by the Board as the subscription price per Share prior to the offer of the Option in accordance with the Plan payable by a Participant on exercise of the Option.

Vesting Conditions

A vesting condition means a condition (excluding an Exercise Condition) determined by the Board relating to a Performance Right which must be satisfied or waived before a Performance Right can vest, and may include certain performance hurdles as determined by the Board.

Issue of Shares

Upon the vesting or exercise of a Performance Right or Option (as applicable), the Company must issue or allocate to, or procure the transfer to, the Participant the number of Shares in respect of which Performance Rights or Share Options have been vested or exercised (as applicable). The Company will apply for quotation of Shares issued under the Plan within 10 business days of the date of allotment.

Restrictions on disposal

The Board may in its sole and absolute discretion impose a restriction on the disposal of Shares converted on the exercise or vesting of the Performance Right or Share Option (as applicable) for a period of up to seven years from the date of grant.

Limitations on Issues

The Plan has been prepared to comply with ASIC Class Order [CO14/1000] ( Class Order ). As such, offers under the Plan that are made in reliance on the Class Order are limited to the 5% capital limit set out in the Class Order.

Consideration

Unless otherwise determined by the Board, no payment is required for the grant of the Performance Rights or Share Options under the Plan.

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Not transferrable

Performance Rights or Share Options granted under the Plan are not transferable and must not be encumbered or otherwise dealt with by a Participant, unless the Board determines otherwise.

Early Cessation of Employment

Unless otherwise determined by the Board:

(a) where an Eligible Person ceases to be an employee of the Group before a Performance Right or Share Option has vested or becomes capable of being exercised (as applicable) by reason of his or her death, disability, bona fide redundancy or any other reason approved by the Board and at that time the Eligible Person continues to satisfy any other relevant conditions attaching to the Performance Right or Share Option, the Board will have the discretion to allow some or all of the Performance Rights or Share Options to vest or be exercised (as applicable) or otherwise lapse; and
(b) if the Eligible Person ceases to be an employee of the Group for any other reason or ceases to satisfy any other relevant conditions attaching to the Performance Right or Share Option, all Performance Rights or Share Options held by the Participant will lapse, unless otherwise determined by the Board.

Reconstructions, Bonus Issues and New Issues

In the event of any reconstruction of the share capital of the Company, the number of Shares to which each Participant is entitled and/or the exercise price of those Performance Rights or Share Options must be reconstructed in accordance with the ASX Listing Rules. Performance Rights or Share Options must be reconstructed in a manner which will not result in any additional benefits being conferred on Participants which are not conferred on other Shareholders of the Company.

Holders of Performance Rights or Share Options issued under the Plan may only participate in new issues of securities by the Company if they have first exercised their Performance Rights or Share Options within the relevant exercise period and become a shareholder of the Company prior to the relevant record date and are then only entitled to participate in relation to Shares of which they are the registered holder.

If there is a bonus issue the number of Shares over which a Performance Right or Share Option can be exercised will be increased by the number of Shares which the holder would have received if the Performance Right or Share Option had been exercised before the record date for the bonus issue.

Security Interests

Without approval from the Board, Participants shall not grant any security interest in or over or otherwise transfer or deal with any Performance Right or Share Options or any interest therein, and any such security interest, transfer or dealing will not be recognised in any manner by the Company.

General

The Plan Rules also contain customary and usual terms having regard to Australian law for dealing with administration and costs of the Plan.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

ABN: 89 064 755 237

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.

Important Note: In light of the status of the evolving COVID-19 situation and Government restrictions on public gatherings at the time of the Meeting, the Directors have decided that the Shareholder meeting will be held entirely virtually via an online meeting platform provided by the Company’s share registry

2020 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 OR Meeting 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 virtually on Wednesday 25 November 2020 at 9:00am (AEDT) and at any adjournment or postponement of that Meeting. Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Items. In exceptional circumstances, the Chair may change his/her voting intentions on any Item. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related items: 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 & 11 (except where I/we have indicated a different voting intention below) even though these items are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	2020 ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Secos Group Limited 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 heldvirtually on Wednesday 25 November 2020 at 9:00am (AEDT)and at any adjournment or postponement of that Meeting. Chair’s voting intentions in relation to undirected proxies:The Chair intends to vote all undirected proxies in favour of all Items. In exceptional circumstances, the Chair may change his/her voting intentions on any Item. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change. Chair authorised to exercise undirected proxies on remuneration related items: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 & 11 (except where I/we have indicated a different voting intention below) even though these items are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
	VOTING DIRECTIONS
	Agenda Items For Against Abstain*
	1 Adoption of Remuneration Report (non-binding) ◼ ◼ ◼
	2 Re-election of Director – Mr Donald Haller Jr ◼ ◼ ◼
	3 Ratification of issue of 14,924,858placement shares to sophisticated andprofessional investors ◼ ◼ ◼
	4 Approval of the issue of 6,816,000placement shares to Mr Donald Haller Jr ◼ ◼ ◼
2	5 Approval of the issue of 300,000 placement shares to Mr Richard Tegoni ◼ ◼ ◼
EP	6 Approval of the issue of 300,000placement shares to Mr David Wake ◼ ◼ ◼
ST	7 Approval of the issue of 300,000placement shares to Mr Jim Walsh ◼ ◼ ◼
	8 Ratification of issue of 87,423,379placement shares to sophisticated andprofessional investors ◼ ◼ ◼
	9 Approval of the issue of 811,920 placement shares to Mr Donald Haller Jr. ◼ ◼ ◼
	10 Approval of additionalplacement capacityunder ASX ListingRule 7.1A ◼ ◼ ◼
	11 Approval of employee incentiveplan ◼ ◼ ◼
	* 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. 
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
3

P	Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
STE	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.

COVID-19: SECOS GROUP LIMITED ANNUALGENERAL MEETING

Due to uncertainty regarding the level of travel restrictions owing to COVID-19 outbreak around the time of the meeting, the Company has determined that Shareholders will have the opportunity to participate in the Meeting virtually. In accordance with clause 3.1 of the Company's constitution and section 249S of the Corporations Act, and to facilitate Shareholder participation, he Chair has determined that Shareholders will have the opportunity to participate in the Meeting virtually through an online platform. To facilitate such participation, voting on each Item will occur by a poll rather than a show of hands. A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to listen to the Meeting and vote online. Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.

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.

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.

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 Items 1 and 11, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Items 1 and 11.

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.

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.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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 9:00 am (AEDT) on Monday 23 November 2020, 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.

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203

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
(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

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BY EMAIL [email protected]

IN PERSON

Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company you a that you are in compliance with Listing Rule 14.11.

AI assistant

MYECO GROUP LTD — AGM Information 2020

65304_rns_2020-10-25_8c48bd0b-5efc-488e-ab58-15617c116512.pdf

26 October 2020

Dear Shareholders

Annual General Meeting – Notice of Meeting & Proxy Form

Edmond TERN

SECOS GROUP LIMITED (ABN 89 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

SECOS GROUP LIMITED

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)

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

Voting Prohibition Statement

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

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR DONALD HALLER JR

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

RESOLUTION 3: RATIFICATION OF ISSUE OF 14,924,858 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Voting Exclusion Statement

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

RESOLUTION 4: APPROVAL OF THE ISSUE OF 6,816,000 FULLY PAID ORDINARY SHARES TO MR DONALD HALLER JR UNDER THE PLACEMENT

Voting Exclusion Statement

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

RESOLUTION 5: APPROVAL OF THE ISSUE OF 300,000 FULLY PAID ORDINARY SHARES TO MR RICHARD TEGONI UNDER THE PLACEMENT

Voting Exclusion Statement

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

RESOLUTION 6: APPROVAL OF THE ISSUE OF 300,000 FULLY PAID ORDINARY SHARES TO MR DAVID WAKE UNDER THE PLACEMENT

Voting Exclusion Statement

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

RESOLUTION 7: APPROVAL OF THE ISSUE OF 300,000 FULLY PAID ORDINARY SHARES TO MR JIM WALSH UNDER THE PLACEMENT

Voting Exclusion Statement

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

RESOLUTION 8: RATIFICATION OF ISSUE OF 87,423,379 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Voting Exclusion Statement

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

RESOLUTION 9: APPROVAL OF THE ISSUE OF 811,920 FULLY PAID ORDINARY SHARES TO MR DONALD HALLER JR UNDER THE PLACEMENT

Voting Exclusion Statement

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

RESOLUTION 10: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A

Voting Exclusion Statement

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

RESOLUTION 11: APPROVAL OF EMPLOYEE INCENTIVE PLAN

Voting Exclusion Statement

Voting Prohibition Statement

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

ENTITLEMENT TO ATTEND AND VOTE AT MEETING

Changes to meeting procedure due to COVID-19

Entitlement to attend and vote at the Annual General Meeting

Voting electronically

Participation in the meeting

Technical Difficulties

PROXIES

Appointing a proxy

Undirected Proxies and Voting Restrictions

Corporate representation

SECOS Group Limited

Edmond Tern

EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

BUSINESS

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

Background

Voting exclusion statement

Directors’ Recommendation

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

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR DONALD HALLER JR

Background

Mr Donald Haller Jr

Directors’ Recommendation

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

RESOLUTION 3: RATIFICATION OF ISSUE OF 14,924,858 PLACEMENT SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

Background

ASX Listing Rule 7.4

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

MYECO GROUP LTD AGM Information 2020