OBJECTIVE CORPORATION LIMITED — AGM Information 2017

Oct 26, 2017

Objective

OBJECTIVE CORPORATION LIMITED

NOTICE OF ANNUAL GENERAL MEETING – 2017

Notice is hereby given that the Annual General Meeting of the shareholders of the Objective Corporation Limited ABN 16 050 539 350 (the Company) will be held on:

Wednesday 29 November 2017 commencing at 8.30am AEDT; at

Objective Corporation Head Office
Level 30, 177 Pacific Highway, North Sydney, NSW, 2060

GREAT GOVERNANCE
BETTER BUSINESS

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Objective

Objective Corporation Limited

Level 30

177 Pacific Highway

North Sydney NSW 2060

Australia

Phone: +61 2 9955 2288

www.objective.com

Company Announcements Officer
Australian Securities Exchange Limited
Exchange Centre, 20 Bridge Street
SYDNEY NSW 200

BY ELECTRONIC LODGEMENT

OBJECTIVE CORPORATION – NOTICE OF MEETING AND PROXY FORM

Please find attached a copy of Objective Corporation Limited’s Notice of Meeting and Shareholder Voting Form for the Company’s Annual General Meeting to be held on 29 November 2017.

Following release on the ASX, these documents will be either posted or otherwise made available to Shareholders along with the Annual Report for the year ending 30 June 2017.

As part of our commitment to the environment and digitisation of all documentation, we encourage all shareholders who have not yet opted to receive the Annual Report and Notice of Annual Meeting electronically to do so by updating your details at www.investorserve.com.au or by contacting our share registry at Boardroom Pty Ltd on 1300 737 760.

Yours faithfully,

Ben Tregoning
Company Secretary

GREAT GOVERNANCE
BETTER BUSINESS

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Objective

AGENDA

1. Financial Statements and Reports

To receive and consider the financial statements and the reports of the directors and the auditor of the Company for the year ended 30 June 2017.

2. Resolution 1 - Remuneration report for the financial year ended 30 June 2017

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That the Company adopts the Remuneration Report for the year ended 30 June 2017 in the form set out in the Directors Report."

Please note that pursuant to section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the directors of the Company. In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast on this resolution by:

(a) a member of the key management personnel details of whose remuneration are included in the remuneration report; or
(b) a closely related party of such a member.

However, key management personnel may cast a vote on the resolution if the key management personnel does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of key management personnel whose remuneration details are included in the remuneration report.

In accordance with section 250BD of the Corporations Act, key management personnel and their closely related parties are prevented from voting undirected proxies on this resolution.

The Chairperson will vote all undirected proxies in favour of this resolution. If you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

3. Resolution 2 - Retirement and re-election of director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Leigh Warren, who retires as a director in accordance with the Company's Constitution, and being eligible for re-election, is re-elected as a director of the Company."

Please note that the non-candidate directors unanimously support the re-election of Mr Warren. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Warren's re-election. If you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

By Order of the Board

Ben Tregoning
Company Secretary

27 October 2017

GREAT GOVERNANCE BETTER BUSINESS

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Objective

VOTING INSTRUCTIONS

Voting Entitlements

The Board has determined that for the purposes of the meeting, shares will be taken to be held by those persons recorded on the Company's share register as at 7:00pm AEDT (Sydney time) on Monday 27 November 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who is attending as your proxy, please complete a proxy form. The proxy form must be received at the Company's registered office 48 hours before the appointed time of the meeting. The completed proxy form may be:

• completed electronically at www.votingonline.com.au/objectiveagm2017
• mailed or hand delivered to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia; or
• faxed to (02) 9290 9655

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member of the Company. It is the intention of the Chairman to vote any undirected proxies in favour of resolutions.

Other Information

An Explanatory Memorandum accompanies this Notice of Annual General Meeting. All shareholders should read the Explanatory Memorandum carefully and in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional adviser prior to voting.

GREAT GOVERNANCE BETTER BUSINESS

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Objective

EXPLANATORY MEMORANDUM

This explanatory memorandum (Explanatory Memorandum) has been prepared to assist shareholders of the Company in their consideration of the resolutions proposed in the Notice of Annual General Meeting.

ITEM 1: Financial statements and reports

The first item of business deals with the financial statements of the Company, the directors' report and the auditor's report for the financial year ended 30 June 2017 (reports). These reports are contained in the Company's 2017 Annual Report sent to shareholders, if requested, and are available on the Company's web site www.objective.com

Shareholders are to consider these reports and seek explanations, if required, from the directors when the reports are presented to the meeting. No resolution is required on these reports and they are only required to be laid at the meeting in accordance with section 317 of the Corporations Act 2001 (Cth) (Corporations Act).

ITEM 2: Resolution 1 - Remuneration report for the financial year ended 30 June 2017

The remuneration report, which forms part of the directors' report, is on pages 15 to 17 of the Company's 2017 Annual Report. The remuneration report sets out the policy for the remuneration of the directors and executives of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the remuneration report be put to the vote of shareholders and shareholders have the opportunity to discuss the remuneration report at the Annual General Meeting. However, under section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and is not binding on the Company or its directors.

In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast on this resolution by:

(a) a member of the key management personnel details of whose remuneration are included in the remuneration report; or
(b) a closely related party of such a member.

However, a member of the key management personnel may cast a vote on the resolution if the member does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a member of key management personnel whose remuneration details are included in the remuneration report.

In accordance with section 250BD of the Corporations Act, key management personnel (other than the Chairman) and their closely related parties are prevented from voting undirected proxies on this resolution.

The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

If 25% or more of the votes that are cast are voted against the adoption of the remuneration report at two consecutive Annual General Meetings, shareholders will be required to vote at the second of those Annual General Meetings on a resolution that another meeting be held within 90 days at which all of the Company's directors (other than the CEO) must go up for re-election.

GREAT GOVERNANCE BETTER BUSINESS

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Objective

EXPLANATORY MEMORANDUM

ITEM 3: Resolution 2 – Retirement and re-election of director: Mr Leigh Warren

Pursuant to the Company's Constitution and the Listing Rules one third of the directors of the Company must retire by rotation. Additionally, any director appointed by the Board since the last Annual General Meeting must retire at the next Annual General Meeting. A director who retires may offer himself or herself for re-election.

Mr Leigh Warren retires by rotation at the 2017 Annual General Meeting and, being eligible, offers himself for re-election.

Leigh was appointed as a Non-Executive Director in August 2007 and is Chairman of the Audit Committee. Leigh has over 20 years' experience in the IT Industry and has held Executive roles for several multinational companies, including SAP where he was Chief Operating Officer for North Asia, Oracle where he was the Managing Director for Australia and New Zealand, Ventyx where he was President for the EMEA region and Bluecoat Systems where he was Vice President Asia Pacific Field Operations. Leigh also serves on the Board of ASX/NZX listed Gentrack and Hong Kong based Solution Access.

The Board unanimously recommends that shareholders vote in favour of this resolution.

GREAT GOVERNANCE BETTER BUSINESS

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Objective

All Correspondence to:
☐ By Mail: Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
☐ By Fax: +61 2 9290 9655
☐ Online: www.boardroomlimited.com.au
☐ By Phone: (within Australia) 1300 737 760
(outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 8:30am AEDT on Monday 27 November 2017.

TO VOTE ONLINE

STEP 1: VISIT www.votingonline.com.au/objectiveagm2017
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone
QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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.
(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that 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 he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 8:30am AEDT on Monday 27 November 2017. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

☐ Online www.votingonline.com.au/objectiveagm2017
☐ By Fax +61 2 9290 9655
☐ By Mail Boardroom Pty Limited
GPO Box 3993,
Sydney NSW 2001 Australia
☐ In Person Boardroom Pty Limited
Level 12, 225 George Street,
Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

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Objective Corporation Limited

ABN 16 050 539 350

☐ Your Address
This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Objective Corporation Limited and entitled to attend and vote hereby appoint:

☐ the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

☐

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of Objective Corporation Limited to be held at Objective Corporation Head Office, Level 30, 177 Pacific Highway, North Sydney NSW 2060 on Wednesday 29 November 2017 at 8:30am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS

• 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 vote will not be counted in calculating the required majority if a poll is called.

Resolution 1	To adopt the Remuneration Report	For	Against	Abstain*
Resolution 2	Retirement and re-election of director: Mr Leigh Warren	☐	☐	☐

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
☐
Sole Director and Sole Company Secretary	☐
Director	☐
Director / Company Secretary

Contact Name... Contact Daytime Telephone... Date / / 2017