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POINTERRA LIMITED — AGM Information 2023
Oct 12, 2023
64255_rns_2023-10-12_4f6d65f4-fe27-467a-8362-227a2aa10262.pdf
AGM Information
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13 October 2023
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Dear Shareholders,
ANNUAL GENERAL MEETING
The shareholder meeting is scheduled to be held on Wednesday, 22 November 2023 at 2:00pm (AWST) ( Meeting ).
As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy.
The Notice of Meeting can be viewed and downloaded from the link set out below.
The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting and register their attendance prior to the Meeting if they intend to attend. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.
Please find below links to important Meeting documents:
Notice of Meeting and Explanatory Statement: - https://www.pointerra.com/investors/investor centre/
Alternatively, a complete copy of the important Meeting documents has been posted on the Company’s ASX market announcements page.
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents.
In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.advancedshare.com.au and Register as a member with your unique shareholder identification number and postcode (or country for overseas residents).
If you are unable to access any of the important Meeting documents online, please contact the Company on +61 6268 2622 or via email at [email protected].
If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s website at www.pointerra.com and the Company’s ASX Announcement Platform at www.asx.com.au (ASX: 3DP).
This announcement is authorised for market release by the Board of Pointerra Limited.
Sincerely,
Neville Bassett
Company Secretary
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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com
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LODGE YOUR PROXY APPOINTMENT ONLINE
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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login
MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.
ANNUAL GENERAL MEETING PROXY FORM
I/We being shareholder(s) of Pointerra Limited and entitled to attend and vote hereby:
APPOINT A PROXY
The Chair of PLEASE NOTE: If you leave the section blank, the OR the 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 at Vibe Hotel Subiaco, 9 Alvan Street, Subiaco, WA 6008 on Wednesday, 22 November 2023 at 2:00 pm (WST) 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 Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. 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 resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
VOTING DIRECTIONS
Resolutions For Against Abstain 1* Adoption of Remuneration Report ◼ ◼ ◼ 2 Re-election of Director – Paul Farrell ◼ ◼ ◼ 3 Approval of 7.1A Mandate ◼ ◼ ◼ 4 Ratification of prior issue of Placement Shares ◼ ◼ ◼
[[[[[ * If you mark the Abstain box for a particular Resolution, 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
| SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED | |||
|---|---|---|---|
| Shareholder 1(Individual)Joint Shareholder 2(Individual)Joint Shareholder 3(Individual) | |||
| Sole Director and Sole Company SecretaryDirector/CompanySecretary (Delete one)DirectorThis form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney,the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth). | |||
| Email Address | |||
| Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend | |||
| remittance, and selected announcements. |
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
CHANGE OF ADDRESS
This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.
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 resolution 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 resolution 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 resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.
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.
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 Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.
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 a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.
To appoint a second proxy you must:
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(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
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(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.
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 2:00 pm (WST) on 20 November 2023, 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 BY FAX +61 8 6370 4203 BY EMAIL [email protected] IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033
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By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.