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PREDICTIVE DISCOVERY LIMITED — Proxy Solicitation & Information Statement 2020
Nov 9, 2020
65537_rns_2020-11-09_db957234-048b-4954-83b5-073b4d23c68a.pdf
Proxy Solicitation & Information Statement
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Predictive Discovery Ltd ACN 127 171 877
9 November 2020
Dear Shareholder
General Meeting – Notice and Proxy Form
Notice is hereby given that a General Meeting ( Meeting ) of shareholders will be held at CWA House, 1176 Hay Street, West Perth, Western Australia on Friday, 11 December 2020 at 10.00 am (WST).
In accordance with subsection 5(f) of the Corporations (Coronavirus Economic Response) Determination No. 3) 2020, the Company will not dispatch physical copies of the Notice of General Meeting ( NOM ). Instead a copy of the NOM is available on the ASX market announcements platform at https://www.asx.com.au/asx/statistics/announcements.do.
Due to the challenges posed by the Covid-19 pandemic and, in particular, the Government recommendations and restrictions around physical distancing requirements at large public gatherings, the Company is unable to accommodate many people attending the Meeting in person. While the Company is able to hold the Meeting physically albeit in limited numbers and is required to invite shareholders to attend the Meeting in person, the Company strongly encourages shareholders to instead attend the Meeting virtually via a web-based meeting portal arranged for the Meeting. Shareholders will be able to vote via proxy prior to the Meeting or by poll during the Meeting (such poll to be taken electronically) though the Company strongly encourages shareholders to vote via proxy.
If you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Your proxy voting instructions must be received by 10.00 am on 9 December 2020, being not less than 48 hours before commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.
Shareholders who wish to attend the Meeting virtually must first register their attendance with the Company by no later than 10.00am (WST) on 10 December 2020, the business day prior to the day of the Meeting, by email to [email protected], including the shareholder’s name, address and HIN or SRN. The Company will then email the shareholder the details to participate in the virtual Meeting via the web-based meeting portal. You may still attend the Meeting virtually even if you have lodged a proxy form.
The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties in obtaining a copy of the NOM please contact me via mail at [email protected] or by telephone +61 8 9388 8290.
Your faithfully
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Ian Hobson Company Secretary
ABN 11 127 171 877
LODGE YOUR VOTE
ONLINE
www.linkmarketservices.com.au
BY MAIL Predictive Discovery Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
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BY HAND Link Market Services Limited
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1A Homebush Bay Drive, Rhodes NSW 2138
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ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
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X99999999999 PROXY FORM I/We being a member(s) of Predictive Discovery Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am on Friday, 11 December 2020 at CWA House, 1176 Hay Street, West Perth, Western Australia (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Ratification of prior LR7.1 issue 5 Approval for issue of shares to of shares (October Placement) Phillip Jackson (October Placement) 2 Ratification of prior LR7.1A issue 6 Approval for issue of shares to of shares (October Placement) Steven Michael (October Placement) 3 Approval to issue second tranche 7 Ratification of prior LR7.1 issue of October Placement Shares of Corporate Advisory Options 4 Approval for issue of shares to 8 Approval of Issue of Broker Paul Roberts (October Placement) Options
* 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) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may 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).
PDI PRX2002A
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 9 December 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
APPOINTMENT OF PROXY
ONLINE
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your BY MAIL vote on that item will be invalid. Predictive Discovery Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an Sydney South NSW 1235 additional Proxy Form may be obtained by telephoning the Company’s Australia share registry or you may copy this form and return them both together. To appoint a second proxy you must: BY FAX +61 2 9287 0309 (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that BY HAND form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your 1A Homebush Bay Drive votes. Fractions of votes will be disregarded; and Rhodes NSW 2138 (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138
- During business hours (Monday to Friday, 9:00am–5:00pm)
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 indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.