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POWERHOUSE VENTURES LIMITED Proxy Solicitation & Information Statement 2018

May 8, 2018

65632_rns_2018-05-08_49cbf052-3a05-4389-afe3-927f1bf23bda.pdf

Proxy Solicitation & Information Statement

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Powerhouse Ventures Limited

Notice of Special Meeting

Date: Thursday 24 May 2018

Time: 1.30pm AEST; 3.30pm NZST

Place: Scottish House, 90 William Street, Melbourne

Notice is hereby given that a Special Meeting of the Shareholders of Powerhouse Ventures Limited (Company) will be held at Scottish House, 90 William Street, Melbourne, Thursday 24th May 2018 at 1:30pm (AEST).

BUSINESS OF THE MEETING

The business of the meeting will be as follows.

Item 1 – Issue of Securities to Related Parties

Resolution 1

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to the Company to allot and issue to Russell Yardley 500,000 convertible notes in the Company (and, if converted the underlying shares) with a total value of AU$100,000, on the terms and conditions set out in the Explanatory Notes."

Voting Exclusion Statement

In accordance with the notice requirements of ASX Listing Rule 10.13 for approval under ASX Listing Rule 10.11, and ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this resolution by or on behalf of Russell Yardley or any Associate of Russell Yardley.

However, the Company need not disregard a vote if:

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

b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Associate has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.

Item 2 – Ratification of past issue of Convertible Notes

Resolution 2

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the past issue and allotment of a total of 4,343,750 convertible notes in the Company (and, if converted, the underlying shares) to:

  • Parmelia Pty Ltd 781,250 convertible notes (with a total value of AU$250,000) were issued in December 2017 and 500,000 convertible notes (with a total value of AU$100,000) were issued in May 2018; and
  • HSBC Custody Nominees (Australia) Limited 1,562,500 convertible notes (with a total value of AU$500,000) were issued in December 2017 and 1,500,000 convertible notes (with a total value of AU$300,000) were issued in May 2018,

on the terms and conditions set out in the Explanatory Notes."

Voting Exclusion Statement

In accordance with the notice requirements of ASX Listing Rule 7.5.6 for approval under ASX Listing Rule 7.4, and ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this resolution by or on behalf of:

a) Parmelia Pty Ltd;

  • b) HSBC Custody Nominees (Australia) Ltd; or
  • c) any Associate of a) or b).

However, the Company will not disregard a vote if:

  • a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
  • b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Associate has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.

Item 3 – Approval for issue of Convertible Notes and underlying Shares

Resolution 3

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

"That for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholder approval be given for the Company to issue 6,750,000 convertible notes in the Company (and, if converted, the underlying shares), to the following entities:

  • HSBC Custody Nominees (Australia) Limited 3,500,000 convertible notes (with a total value of AU$700,000);
  • Parmelia Pty Ltd 1,250,000 convertible notes (with a total value of AU$250,000);
  • J P Morgan Nominees Australia Limited 1,500,000 convertible notes (with a total value of AU$300,000);
  • Kensington Investments Superannuation Pty Ltd 250,000 convertible notes (with a total value of AU$50,000); and
  • Crowthorne Pty Ltd 250,000 convertible notes (with a total value of AU$50,000),

on the terms and conditions set out in the Explanatory Notes."

Short explanation

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (Placement Capacity). Approval under ASX Listing Rule 7.1 is being sought for the issue of the 6,750,000 Convertible Notes (and, if converted, the underlying shares).

Voting Exclusion Statement

In accordance with the requirements of ASX Listing Rule 7.3 for approval under ASX Listing Rule 7.1, and ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of:

  • a) HSBC Custody Nominees (Australia) Limited;
  • b) Parmelia Pty Ltd;
  • c) J P Morgan Nominees Australia Limited;
  • d) Kensington Investments Superannuation Pty Ltd;
  • e) Crowthorne Pty Ltd; or
  • f) any Associate of those named in a) to e).

However, the Company need not disregard a vote cast in favour if:

  • it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Associate has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.

Item 4 – General

To consider any other matter that may lawfully be considered at the meeting in accordance with the Company's constitution.

By order of the Board

Stuart Whitham Joint Company Secretary

IMPORTANT INFORMATION

Ordinary Resolution

Resolution 1, 2 and 3 require approval by way of an ordinary resolution of shareholders. An ordinary resolution is a resolution passed by a simple majority (i.e. at least 50% of the votes of shareholders of the Company entitled to vote and voting).

Quorum

A quorum for a meeting of shareholders is 3 or more shareholders having the right to vote being present at the meeting

Eligibility to Vote

Any shareholder whose name was recorded in the Company's share register at 5:00pm on the day that is 2 working days before the meeting is entitled to attend the meeting and vote on the resolutions either in person or by proxy.

Proxies

You may exercise your right to vote at the meeting either by being present in person or by appointing a proxy to attend and vote in your place. A proxy need not be a shareholder of the Company. You may appoint more than one proxy, provided more than one proxy is not appointed to exercise the rights attached to a particular share.

A proxy form is attached to this notice. If you wish to vote by proxy you must complete the form and produce it to the Company at least 48 hours before the time for holding the meeting.

Questions for the Meeting

If you wish to submit written questions to be considered at the Special Meeting, please email or post them to Stuart Whitham, Joint Company Secretary by 20 May 2018 as follows:

Stuart Whitham Powerhouse Ventures Limited PO Box 29519 Christchurch 8440 Email: [email protected]

Updating your information

If you have not done so already, we encourage you to update your security-holder information and communication preferences at www.computershare.com.au/easyupdate/PVL in order to receive the Company's future Annual Reports and Notices of Meeting electronically.

EXPLANATORY NOTES

The purpose of this Explanatory Notes section is to provide shareholders with further information on the items of business to be considered at the Company's Special Meeting.

Item 1 – Issue of Securities to Related Parties

Background Resolution 1

On 13 April 2018, the Company announced that it was no longer proceeding with the entitlement offer described in ASX announcement dated 11 April 2018 (Entitlement Offer).

The Company seeks to issue Russell Yardley convertible notes in the Company (Convertible Notes) in order to pursue investments in portfolio companies (including existing and new investments in New Zealand and Australia) and to fund operating costs (including salaries and general working capital).

ASX Listing Rule 10.11

Russell Yardley is the Chairman of the Company and is therefore a related party of the Company.

The Company is seeking approval of the Company's shareholders under ASX Listing Rule 10.11 for the issue of 500,000 of Convertible Notes to Russell Yardley with a total value of AU$100,000.

Specific information

ASX Listing Rule 10.13 requires certain information to accompany a Notice of Meeting in relation to approval sought under ASX Listing Rule 10.11.

Information to be provided underASX Listing Rule 10.13 Information
The name of the person Mr Russell Yardley
The maximum number of securities 500,000 Convertible Notes
to be issued (if known) or the Up to 500,000 underlying shares in the Company
formula for calculating the number
of securities to be issued to the
person
The date by which the entity will The Convertible Notes will be issued no later than 1
issue the securities, which must not month after the date of the Special Meeting (or
be more than 1 month after the date such later date to the extent permitted by any ASX
of the meeting. waiver or modification of the ASX Listing Rules).
Up to 500,000 underlying ordinary shares in the
Company may be issued on conversion of the
Convertible Notes by 31 March 2019
If the person is not a director (in the Chairman of the Company
case of a trust, the responsible
entity), a statement of the
relationship between the +person
and the director (or responsible
entity) that requires the approval tobe obtained
The issue price of the securities anda statement of the terms of theissue. AUD$0.20 per Convertible NoteIf converted, the Convertible Notes convert into fullypaid ordinary shares in the Company on a 1 for 1basis (subject to any reorganization of capital).If there is any bonus issue of Ordinary Shares,reorganisation or reconstruction of the issued sharecapital of the Company, including anyconsolidation, subdivision, reduction, cancellationor return, then the number of Ordinary Shares intowhich the Notes shall convert will be adjusted bythe Company in accordance with Chapter 6 of theASX Listing Rules as appropriate and consistentwith the bonus issue, reorganisation orreconstruction with a view that the proportion whichthe Ordinary Shares to be issued to that Noteholderin accordance with the Note terms after the bonusissue, reorganisation or reconstruction hasoccurred bears to the total securities on issue, isthe same as it would have been had the bonusissue, reorganisation or reconstruction notoccurred.
The intended use of the funds raised •Investments in portfolio companies (existing andnew investments in New Zealand andAustralia).•Operating costs (including salaries and generalworking capital).
Voting exclusion statement: A voting exclusion statement is included in theNotice of Special Meeting.

As approval for the issue of the Convertible Notes referred to in Resolution 1 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Director's Recommendation

The Directors other than Russell Yardley unanimously recommend that the shareholders vote in favour of Resolution 1.

Russell Yardley makes no recommendation because he has a personal interest in the matter.

Item 2: Ratify past issue of Convertible Notes

Purpose of resolution 2

On 22 December 2017, the Company issued convertible notes (Convertible Notes) in the principal amount of AU$250,000 to Parmelia Pty Ltd, (Parmelia) and AU$500,000 to HSBC Custody Nominees (Australia) Limited (HSBC), both being companies incorporated in Australia.

On 2 May 2018, the Company issued further Convertible Notes in the principal amount of AU$300,000 to HSBC. On or around the 8 May 2018, the Company issued further Convertible Notes in the principal amount of AU$100,000 to Parmelia.

The Convertible Notes entitle Parmelia and HSBC to convert the whole or any part of the Convertible Notes into ordinary shares in the Company.

The Convertible Notes were issued within the Company's 15% Placement Capacity (defined below) permitted under ASX Listing Rule 7.1.

Approval under ASX Listing Rule 7.4 is being sought so that the issue of the Convertible Notes are treated as having been made in compliance with ASX Listing Rule 7.1 and hence so that it does not reduce the 15% Placement Capacity.

Resolution 2 is an ordinary resolution.

Overview of regulatory approval requirements

ASX Listing Rule 7.1 provides that a company must not issue equity securities, or agree to issue equity securities (which includes CDIs, shares and options) without the approval of shareholders if the number of equity securities to be issued in any 12-month period (including equity securities issued on the exercise of any convertible securities) exceeds 15% of the issued capital of the company preceding the issue (15% Placement Capacity).

ASX Listing Rule 7.4 allows for subsequent shareholder approval if the company did not breach ASX Listing Rule 7.1 (ie be in excess of, or bring the Company above, the 15% Placement Capacity) at the time of issue and the holders of ordinary shares subsequently approve it.

Specific information

ASX Listing Rule 7.5 requires certain information to accompany a Notice of Meeting in relation to approval sought under ASX Listing Rule 7.4.

For the purposes of Shareholder ratification of the issue of the Convertible Notes and the requirements of ASX Listing Rule 7.5, information is provided as follows:

ASX ListingRule 7.5requirement Information
The names ofthe persons towhom the entityissued thesecurities or thebasis which The Convertible Notes were issued to Parmelia Pty Ltd and HSBC CustodyNominees (Australia) Limited.
those personswere determined
Price at whichthe securitieswere issued Parmelia Pty Ltd•781,250 Convertible Notes (with a total value of AU$250,000, at $0.32per Convertible Note) were issued on 22 December 2017•500,000 Convertible Notes (with a total value of AU$100,000, at $0.20per Convertible Note) were issued on or around 8 May 2018
HSBC Custody Nominees (Australia) Limited•1,562,500 Convertible Notes (with a total value of AU$500,000, at $0.32per Convertible Note) were issued on 22 December 2017•1,500,000 Convertible Notes (with a total value of AU$300,000, at $0.20per Convertible Note) were issued on 2 May 2018
Number ofsecuritiesissued Parmelia Pty Ltd•781,250 Convertible Notes were issued on 22 December 2017, which ifconverted, convert into 781,250 underlying fully paid ordinary shares inthe Company (Shares)•500,000 Convertible Notes were issued on or around 8 May 2018, whichif converted, convert into 500,000 Shares
HSBC Custody Nominees (Australia) Limited•1,562,500 Convertible Notes were issued on 22 December 2017, which ifconverted, convert into 1,562,500 Shares•1,500,000 Convertible Notes were issued on 2 May 2018, which ifconverted, convert into 1,500,000 Shares
Terms of thesecurities The terms of issue of the Convertible Notes are as follows:
Terms Parmelia Parmelia HSBC
(convertible notes (convertible (securities issued
issued on 22 notes issued on 22 December
December 2017) on or around 2017)
8 May 2018)
Conversion Each Convertible Each Each Convertible
Note converts into Convertible Note converts into
one ordinary full Note converts one Share
paid share in the into one
Company (Share) Share
Coupon 12% per annum, payable monthly in arrears (option to receive payment in
rate shares calculated on same formula)
Maturity 22 December 2018 31 March 22 December 2018
date 2019
Conversion By 30 June 2018 Before 31 By 30 June 2018
period March 2019
Maximum 781,250 500,000 1,562,500
number of
shares that
can be
issued on
conversion
Early By 30 June 2018 At any time By 30 June 2018 At any time
redemption before 31
by the March 2019 HSBC(convertiblenotes issuedon 2 May2018)EachConvertibleNote convertsinto oneShare31 March 2019Before 31March 20191,500,000before 31March 2019
CompanyEarlyredemptionby theinvestor By 30 June 2018Please see Explanatory Note for Resolution 1 for terms relevant to thereorganization of capital. At any timebefore 31March 2019 By 30 June 2018 At any timebefore 31March 2019
The use (orintended use) offunds raised It is intended that the funds raised by the issue of the Convertible Notes willbe used to fund:investments in portfolio companies (existing and new investments in NewZealand and Australia); andoperating costs (including salaries and general working capital).
Votingexclusionstatement: A voting exclusion statement is contained in the Notice of Meeting.

Director's Recommendation

The Directors unanimously recommend that the shareholders of the Company vote in favour of Resolution 2.

Item 3: Approval for issue of Convertible Notes and underlying Shares under Listing Rule 7.1

ASX Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during a 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (Placement Capacity).

The effect of Resolution 3 will be to allow the Company to issue:

  • 6,750,000 Convertible Notes in the Company during the period of 3 months after the Special Meeting (or a longer period, if allowed by the ASX); and
  • if the Convertible Note are converted, up to 6,750,000 underlying fully paid ordinary shares (Shares) in the Company,

without using the Company's Placement Capacity.

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Convertible Notes (and underlying shares) proposed to be issued by the Company:

ASXListingRule7.3requirement Information
Maximum number ofsecurities the entity is toissue (if known) or theformula for calculating thenumber of securities theentity is to issue 6,750,000 Convertible Notes and up to 6,750,000 underlyingShares if the Convertible Notes are converted
The date on or date bywhich the securities will beissued The Convertible Notes will be issued no later than 3 monthsafter the date of the Special Meeting (or such later date to theextent permitted by any ASX waiver or modification of the ASXListing Rules).Up to 6,750,000 underlying ordinary shares in the Companymay be issued on conversion of the Convertible Notes by 31March 2019.
Issue price of the securities AUD$0.20 per Convertible Note
The names of the personsto whom the Company willissue the securities •HSBC Custody Nominees (Australia) Limited -to beissued 3,500,000 Convertible Notes (with a total valueof AU$700,000) and up to 3,500,000 underlyingShares, if the Convertible Notes are converted•Parmelia Pty Ltd - to be issued 1,250,000 Convertible
Notes (with a total value of AU$250,000) and up to1,250,000 underlying Shares, if the Convertible Notesare converted•J P Morgan Nominees Australia Limited - to be issued1,500,000 Convertible Notes (with a total value ofAU$300,000) and up to 1,500,000 underlying Shares, ifthe Convertible Notes are converted•Kensington Investments Superannuation Pty Ltd - to beissued 250,000 Convertible Notes with a total value ofAU$50,000) and up to 250,000 underlying Shares, ifthe Convertible Notes are converted•Crowthorne Pty Ltd - to be issued 250,000 ConvertibleNotes (with a total value of AU$50,000) and up to250,000 underlying Shares, if the Convertible Notes areconverted
The terms of the securities
Terms of the Convertible Notes
Conversion Each Convertible Note
Coupon rate
Maturity date
Conversion period converts into one fully paidordinary share in theCompany (Share)12% per annum, payablemonthly in arrears (option toreceive payment in sharescalculated on same formula)31 March 2019Before 31 March 2019
Early redemption by the At any time before 31 March
Company 2019
Early redemption by theinvestor At any time before 31 March2019
Please see Explanatory Note for Resolution 1 for termsrelevant to the reorganization of capital.
fully paid shares on issue in the Company. The underlying Shares are on the same terms as the ordinary
The intended use of thefunds raised It is intended that the funds raised by the issue of theConvertible Notes will be used to fund:investments in portfolio companies (existing and newinvestments in New Zealand and Australia); andoperating costs (including salaries and general workingcapital).
Voting exclusion statement A voting exclusion statement is contained in Resolution 3.

Director's Recommendation

The Directors unanimously recommend that the shareholders of the Company vote in favour of Resolution 3.

Powerhouse Ventures Limited

ARBN 612 076 169

Lodge your vote:

Online: www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 181581

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 1.30pm (AEST) on Tuesday 22 May 2018

How to Vote on the Item of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on the item your vote will be invalid on the item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach 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 also 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. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf STEP 1

I/We being a member/s of Powerhouse Ventures Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 Special Meeting of Powerhouse Ventures Limited to be held at the offices of Scottish House, 90 William Street, Melbourne VIC 3000 on Thursday, 24 May 2018 at 1.30pm (AEST) and at any adjournment or postponement of that meeting.

STEP 2 Item of Business PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
For AgainstAbstain
Item 1 Issue of Securities to Related Parties
Item 2 Ratification of past issue of Convertible Notes
Item 3 Approval for issue of Convertible Notes and underlying Shares

The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
ContactName ContactDaytimeTelephone Date / /