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PREDICTIVE DISCOVERY LIMITED — Proxy Solicitation & Information Statement 2024
Jun 27, 2024
65537_rns_2024-06-27_c3f6cd00-dd9f-412d-96bd-b1ebc9eaf5fc.pdf
Proxy Solicitation & Information Statement
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28 June 2024
Dear Shareholder
General Meeting – Notice and Access Letter
Predictive Discovery Limited (ASX: PDI) ( Company ) advises that a General Meeting ( Meeting ) of the Company will be held as follows:
Time and date: 4:00pm (WST) on Monday, 29 July 2024 In-person: Suite 9, 110 Hay Street, Subiaco WA 6008 Virtually: Via a web-based meeting portal
Notice of Meeting
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. Instead, the Notice of Meeting and accompanying explanatory statement are being made available to shareholders electronically and can be viewed and downloaded from:
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the Company’s website at https://www.predictivediscovery.com; and
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the ASX market announcements page under the Company’s code “PDI”.
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 Notice of Meeting.
Shareholders may also request an email copy or a paper copy of the Notice of Meeting by emailing the Company Secretary at: [email protected].
Participation and voting at the Meeting
The Meeting is being held virtually via a web-based meeting portal as well as in person. The Company has put in place processes for shareholders to participate in the virtual meeting that is equivalent to attending in person. Shareholders who choose to attend the virtual Meeting, will be able to:
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view the Meeting live;
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exercise a right, orally and in writing, to ask questions and make comments; and
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cast votes on a poll during the Meeting.
Details of how shareholders will be able to attend the meeting virtually, vote via proxy prior to the Meeting or by poll during the Meeting (though the Company strongly encourages shareholders to vote via proxy) are set out in detail in the Notice of Meeting.
The Notice of Meeting and accompanying explanatory statement should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Yours faithfully
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Ian Hobson Company Secretary
Predictive Discovery Limited ABN 11 127 171 877 Suite 8, 110 Hay Street, Subiaco WA 6008 T +61 8 9216 1020
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Predictive Discovery Limited ABN 11 127 171 877
Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 4:00pm (AWST) on Saturday, 27 July 2024.
Proxy Form
How to Vote on Items of Business
Lodge your Proxy Form:
All your securities will be voted in accordance with your directions.
Online:
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each 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 an item your vote will be invalid on that 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.
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
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Control Number: 183857
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
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.
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
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
Step 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Predictive Discovery 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 General Meeting of Predictive Discovery Limited to be held at Suite 9, 110 Hay Street, Subiaco, WA 6008 and as a virtual meeting on Monday, 29 July 2024 at 4:00pm (AWST) and at any adjournment or postponement of that meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Subject to the below, where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1a, 1b, 1c, 2a and 2b (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1a, 1b, 1c, 2a, and 2b are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
If the Chairman is a person referred to in the voting prohibition statement applicable to a Resolution under s 224 of the Corporations Act 2001 (Cth), the Chairman will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form. Shareholders are therefore encouraged to specify their voting intention for every Resolution in the Proxy Form.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1a, 1b, 1c, 2a and 2b by marking the appropriate box in step 2.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
For Against Abstain
| Resolution | 1a | Approval of issue of Non-Executive Director Options to Simon Jackson | |||
|---|---|---|---|---|---|
| Resolution | 1b | Approval of issue of Non-Executive Director Options to Steven Michael | |||
| Resolution | 1c | Approval of issue of Non-Executive Director Options to Alberto Lavandeira | |||
| Resolution | 2a | Approval of issue of Executive Director Performance Rights to Andrew Pardey | |||
| Resolution | 2b | Approval of issue of Executive Director Performance Rights to Sandra Bates | |||
| Resolution | 3 | Ratification of issue of Placement Shares |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
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Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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