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REMSENSE TECHNOLOGIES LIMITED — AGM Information 2025
Oct 23, 2025
65684_rns_2025-10-23_dc074364-f840-4f7c-b084-302e1b65ae16.pdf
AGM Information
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ASX Announcement
24 October 2025
Dear Shareholder,
Notice of Annual General Meeting
Please be advised that RemSense Technologies Limited ( RemSense or the Company ) has today released a Notice of Meeting ( NoM ) for its Annual General Meeting of Shareholders to be held 25 November 2025 at 11:00am Australian Western Standard Time ( AWST ).
In accordance with section 110D of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the NoM unless a Shareholder has elected to receive notices of meeting in hard copy, pursuant to section 110E, or who otherwise requests a hard copy. Instead, a copy of the NoM can be viewed and downloaded online at the following link: https://remsense.com.au/investors?asx
Should you wish to receive a physical copy of the NoM, please contact the Company Secretary via [email protected] or via telephone to +61 8 9435 3200.
A copy of the proxy form is enclosed. Proxy votes may be lodged by the following methods:
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By physical delivery to Suite 0101, Level 1, 5 Mill St Perth, WA 6000
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By mail to PO Box 584, Fremantle, WA 6959; or
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By email to the Company Secretary
Your proxy voting instruction must be received by 11:00am AWST on 23 November 2025, being
not less than 48 hours before the commencement of the Meeting. Any proxy voting instruction received after that time will not be valid for the Meeting.
The Notice of Meeting 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.
Yours sincerely,
Jordan McArthur
Company Secretary
ACN 648 834 771
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REMSENSE TECHNOLOGIES LIMITED
ACN 648 834 771
NOTICE OF ANNUAL GENERAL MEETING
PROXY FORM
AND
EXPLANATORY STATEMENT
Notice is given that the Annual General Meeting will be held at:
TIME: 11:00am (AWST) DATE: 25 November 2025 PLACE: Suite 0101, Level 1 5 Mill Street, Perth WA 6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm AWST on 23 November 2025.
BUSINESS OF THE ANNUAL GENERAL MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Annual Financial Report for the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor's Report.
2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“ That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report contained within the Company’s annual financial report for the financial year ended 30 June 2025 .”
Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.
A voting prohibition statement applies to this Resolution. Please see below.
3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR JOHN CLEGG
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That Mr John Clegg, a Director, who retires by rotation in accordance with Clause 14.2 of the Company’s Constitution, Listing Rule 14.4 and for all other purposes, and being eligible is re-elected as a Director ”
4. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES TO CONSULTANT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 738,019 fully paid ordinary shares to Katapult BD Pty Ltd on the terms and conditions set out in the Explanatory Statement. ”
A voting exclusion statement applies to this Resolution. Please see below.
5. RESOLUTION 4: APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :
“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement. ”
A voting exclusion statement applies to this Resolution. Please see below.
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Voting Prohibition Statement
| Resolutions 1: Adoption of Remuneration Report |
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (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. |
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However, a person (the voter ) described above may cast a vote on these Resolutions as a proxy if the vote is not cast on behalf of a person described above and either:
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(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on these Resolutions; or
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(b) the voter is the Chair and the appointment of the Chair as proxy:
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(i) does not specify the way the proxy is to vote on these Resolutions; and
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(ii) expressly authorises the Chair to exercise the proxy even though these Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Voting Exclusion Statement
| Resolution 3: Ratification of Prior Issue of Shares to Consultant |
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue, being Katapult BD Pty Ltd, or is a counterparty to the agreement being approved or an associate of that person or those persons. |
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| Resolution 4: Approval of 7.1A Mandate |
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). |
However, this does not apply to a vote cast if it is cast by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on this Resolution in accordance with the directions given to the proxy or attorney on this Resolution in that way on the Proxy form; or
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(b) it is cast by the Chair of the meeting as proxy for a person who is entitled to vote on this Resolution, in accordance with a direction to the Chair to vote on this Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of an Excluded Party excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act 2001 , Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act 2001 , each proxy may exercise one-half of the votes.
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Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting but representatives of the Company will need to verify your identity. You can register from 10:30 am AWST on the day of the meeting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9435 3200.
By Order of the Board
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Jordan McArthur Company Secretary
Dated: 13 October 2025
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in decided whether or not to pass the Resolutions which are the subject of the business of the Meeting.
ASX takes no responsibility for the contents of this notice.
1. FINANCIAL STATEMENTS AND REPORTS
The business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025, together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor's Report.
A copy of the Company’s 2025 Annual Financial Report is available on the Company’s ASX platform ( ASX:REM ) and on the website www.remsense.com.au Alternatively, a hard copy will be made available upon request.
The Company’s auditor, BDO, will be present at the Annual General Meeting and Shareholders will have the opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies, and the independence of the auditor.
In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company’s auditor about:
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(a) the preparation and content of the Auditor’s Report;
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(b) the conduct of the audit;
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(c) accounting policies adopted by the Company in relation to the preparation of the Annual Financial Statements; and
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(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the meeting date to the Company Secretary.
2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s Annual General Meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Financial Report of the Company for a financial year.
The Chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the Remuneration Report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.
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All of the Directors of the Company who were in office when the Directors' Report (as included in the Company’s Annual Financial Report for the most recent financial year) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as Directors of the company is approved will be the Directors of the Company.
2.3 Previous voting results
Greater than 75% of shares were voted in favour of the adoption of the remuneration report at the 2024 AGM.
3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR JOHN CLEGG
3.1 General
ASX Listing Rule 14.4 provides that a Director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity.
Clause 14.2 of the Company’s Constitution requires that at every Annual General Meeting of the Company one-third of the Directors excluding the Managing Director (rounded up to the nearest whole number) shall retire from office. The Directors to retire are those who have been longest in office since their last election. A Director who retires by rotation under clause 14.2 is eligible for re-election.
As all Directors were elected and re-elected at the 2024 AGM, Mr Clegg, elects to retire by rotation and seeks re-election as a Director.
3.2 Qualifications and other material directorships
Mr Clegg, a chartered accountant since 1965, brings over five decades of expertise to his roles. Following sixteen years at Arthur Young & Co. (Ernst & Young), in 1986 John shifted focus to start-up ventures, offering directorship and consulting services. His extensive portfolio includes guiding public companies through IPOs, restructuring private firms, and serving as CFO for RemSense pre-ASX listing.
Mr Clegg has no other material directorships.
3.3 Independence
If re-elected, the Board considers Mr Clegg will not be an independent Director by virtue of being substantial shareholder of the Company.
3.4 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Mr Clegg will be re-elected to the Board as a Non-Executive Director.
If Resolution 2 is not passed, Mr Clegg wil not be re-elected to the Board as a Non-Executive Director and the Board will have the capacity and requirement under its constitution of appointing a Director to ensure it can make up a quorum for meetings of Directors. This Director would be required under the constitution and ASX Listing Rules to stand for election at the next AGM.
3.5 Board recommendation
The Board unanimously supports the re-election of Mr Clegg.
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4. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES TO CONSULTANT
4.1 General
On 10 October 2025, the Company advised that it had issued 738,019 fully paid ordinary shares at $0.0305 per share ( Consultant Shares ) to Katapult BD Pty Ltd ( Katapult ) in partial settlement of consulting fees incurred, for a total value of $22,500.
The Consultant Shares were issued pursuant to the Company’s available Listing Rule 7.1 capacity. Resolution 3 of this Notice seeks Shareholder approval to ratify the issue of Consultant Shares from the Company’s Listing Rule 7.1 Capacity.
4.2 Technical Information required by Listing Rule 14.1A
ASX Listing Rule 7.1 provides that the Company must not issue or agree to issue, subject to specific exceptions, more equity securities during any 12-month period than an amount which, when aggregated with the number of other securities issued within that 12-month period, represents 15% of the number of ordinary shares on issue at the commencement of that 12-month period, unless the issue falls within one of the nominated exceptions, or the prior approval of members of the Company at a general meeting is obtained.
ASX Listing Rule 7.1A provides that the Company can issue a further 10% of the number of ordinary shares at the beginning of the 12-month period identified in Listing Rule 7.1.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 and 7.1A (and provided that the previous issue did not breach ASX Listing Rule 7.1 or 7.1A) those securities will be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1 and 7.1A.
While the Shares described in this Resolutions 3 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of these Shares for the purpose of Listing Rule 7.4 so that the Company may retain the flexibility to issue equity securities in the future, up to the 15% annual placement capacity set out in ASX Listing Rule 7.1, without the requirement to obtain prior Shareholder approval, should the need or opportunity arise.
If Resolution 3 is passed, the Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.
If Resolution 3 is not passed, the Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.
4.3 Technical Information required for Resolution 3
Pursuant to, and in accordance with, ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:
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(a) the total number of Shares issued by the Company was 738,019 under Listing Rule 7.1;
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(b) the Shares were issued for a deemed price of $0.0305;
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(c) the Shares were issued on 10 October 2025;
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(d) the Shares were all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing shares;
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(e) the Shares were issued to Katapult BD Pty Ltd, who is not a related party of the Company;
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(f) the Shares were issued as part of an agreement to issue shares in lieu of cash payment for business development consulting services already provided to the entity;
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(g) the Shares were not issued under, nor to fund, a reverse takeover; and
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(h) no funds were raised from the issuance of these securities.
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5. SPECIAL RESOLUTION 4: Approval of 7.1A Mandate
5.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
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(a) is not included in the S&P/ASX 300 Index; and
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(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $7.5 million.
Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares ( ASX Code: REM ).
If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.
The effect of Resolution 4 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.
Resolution 4 is a Special Resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.
If Resolution 4 is passed, the Directors will be able to issue up to 10% of the Company’s fully paid ordinary share securities on issue under the 10% placement capacity during the period of up to 12 months after the approval.
If Resolution 4 is not passed, the Directors will not be able to issue up to 10% of the Company’s fully paid ordinary share securities on issue under the 10% placement capacity during the period of up to 12 months after the approval.
The exact number of Equity Securities that the Company may issue under an approval of Listing Rule 7.1A will be calculated according to the following formula contained within that Listing Rule.
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5.2 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:
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(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
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(ii) if the Equity Securities are not issued within 10 ASX trading days of the date above, the date on which the Equity Securities are issued.
(b) Approval period
The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:
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(i) 12 months after the date of this Meeting;
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(ii) the time and date of the entity’s next annual general meeting; and
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(iii) the time and date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).
(c) Risk of economic and voting dilution
Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.
If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.
The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.
| Shares on issue Variable A* in Listing Rule 7.1A.2 |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue price per Share |
$0.019 50% decrease in Issue Price |
$0.038 Issue Price |
$0.076 100% increase in Issue Price |
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| 197,142,379 Shares Current Variable A |
10% Voting Dilution |
19,714,237 Shares |
19,714,237 Shares |
19,714,237 Shares |
| Funds raised | $374,571 | $749,141 | $1,498,282 | |
| 295,713,569 Shares 50% increase in |
10% Voting Dilution |
29,571,356 Shares |
29,571,356 Shares |
29,571,356 Shares |
| Current Variable A | Funds raised | $561,856 | $1,123,712 | $2,247,423 |
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| Shares on issue Variable A* in Listing Rule 7.1A.2 |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue price per Share |
$0.019 50% decrease in Issue Price |
$0.038 Issue Price |
$0.076 100% increase in Issue Price |
|
| 394,284,758 Shares 100% increase in |
10% Voting Dilution |
39,428,475 Shares |
39,428,475 Shares |
39,428,475 Shares |
| Current Variable A | Funds raised | $749,141 | $1,498,282 | $2,966,564 |
- The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
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(a) The current shares on issue are the Shares on issue as at 13 October 2025;
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(b) No options are exercised into Shares before the date of issue of the Equity Securities;
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(c) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. That is why the voting dilution is shown in each example as 10%;
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(d) The issue price set out above is the closing price of the Shares on the ASX on 10 October 2025;
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(e) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity;
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(f) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1;
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(g) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances; and
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(h) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
Shareholders should note that there is a risk that:
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(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
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(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement Capacity for cash consideration only. The funds raised may be used for ongoing product development, specific asset purchases, marketing and general working capital prusposes
The Company will comply with the disclosure obligations under Listing Rule 7.1A(4) upon issue of any Equity Securities.
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(e) Allocation under the 10% Placement Capacity
The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).
The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
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(i) the purpose of the issue;
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(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
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(iii) the effect of the issue of the Equity Securities on the control of the Company;
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(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
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(v) prevailing market conditions; and
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(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.
(f) Previous Approval under ASX Listing Rule 7.1A
The Company obtained approval under Listing Rule 7.1A on 29 November 2024.
As the Company previously sought Shareholder approval for the additional placement capacity under Listing Rule 7.1A, the following information is provided in relation to all issues of equity securities in the 12-months prior to the date of the Annual General Meeting, pursuant to the requirements of Listing Rule 7.3A.6(a) and 7.3A.6(b).
A total of 16,720,000 ordinary shares have been issued under Listing Rule 7.1A, representing 6.36% of the total diluted number of equity securities on issues in the Company 12 months prior to the Meeting (being 263,036,458 equity securities). Ordinary shares issued under Listing Rule 7.1A are detailed in the table on the following page. It is noted that each issuance of shares under Listing Rule 7.1A in the previous 12-months has been subsequently ratified by Shareholders at a general meeting.
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| Date | Quantity | Class | Recipients | Issue price and discount to Market Price (if applicable)1 |
Form of consideration |
|---|---|---|---|---|---|
| Appendix 3B: 4-Aug-25 Appendix 2A: 12-Aug-25 |
16,720,000 | Shares2 | Sophisticated investors3 |
$0.027 per Share (21.99% discount to Market Price4) |
Cash Amount raised = $451,440 Amount spent = $408,825 Amount remaining = $42,615 Use of funds: For advancement of virtualplant research and development initiatives, ISO 27001 certification and for working capital purposes. |
Notes:
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Market Price means the closing price on ASX on the date the placement was announced (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
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Fully paid ordinary shares in the capital of the Company, ASX Code: REM (terms are set out in the Constitution).
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Sophisticated investor clients of Liquidity Technology Pty Ltd.
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Share price of placement calculated at 21.99% discount to 15-day VWAP prior to placement agreement date – requirements for no less than 75% of 15-day VWAP of market price adhered to.
Voting Exclusion
A voting exclusion statement is not included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.
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G L O S SA R Y
10% Placement Capacity has the meaning given in Resolution 4 of the Explanatory Statement.
Annual General Meeting or Meeting means the meeting convened by this Notice.
ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means RemSense Technologies Limited - ACN 648 834 771
Directors means the current Directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Ordinary Securities has the meaning set out in the ASX Listing Rules.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Shareholder means a holder of a Share.
AWST means Australian Western Standard Time (Perth, Western Australia).
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CERTIFICATE OF APPOINTMENT OF CORPORATE REPRESENTATIVE
Shareholder Details
This is to certify that by a resolution of the directors of:
………………………………………………………………………….…….….………............................................................................................( Company ), Insert name of Shareholder Company
the Company has appointed:
………………….…………………………………………………………………………………………………………………………..……………………………….………………….., Insert name of corporate representative
in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that Company at an Annual General Meeting of the members of RemSense Technologies Limited to be held on 25 November 2025 commencing at 11:00am (AWST) and at any adjournments of that general meeting.
DATED ……………………………………………………….
Please sign here
Executed by the Company ) in accordance with its constituent ) documents )
............................................….………….….…… .................................................…………………….... Signed by authorised representative Signed by authorised representative ............................................................……...….. .................................................………………….…... Name of authorised representative (print) Name of authorised representative (print) .....................................................…….…..….. ............................................….………………..…….. Position of authorised representative Position of authorised representative (print) (print)
Instructions for Completion
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Insert name of appointing Shareholder Company and the name or position of the appointee corporate representative (eg “John Smith” or “each director of the Company”).
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Execute the Certificate following the procedure required by your Constitution or other constituent documents.
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Print the name and position (eg director) of each authorised company officer who signs this Certificate on behalf of the Company.
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Insert the date of execution where indicated.
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Prior to the Meeting, send or deliver the Certificate to Suite 0101, Level 1, 5 Mill Street, Perth WA 6000 or email the Certificate to the Company Secretary at: [email protected]
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PROXY FORM REMSENSE TECHNOLOGIES LIMITED ACN 648 834 771 ANNUAL GENERAL MEETING
I/We
of (Address):
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being a Member of RemSense Technologies Limited entitled to attend and vote at the Annual General Meeting, hereby appoint:
Name:
Name of proxy ( Please note : Leave blank if you have selected the Chair of the Annual General Meeting as your proxy.)
OR the Chair of the Annual General Meeting as your proxy
or failing the person so named or, if no individual or body corporate is named, the Chair of the Meeting, or the Chair’s nominee, 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 Annual General Meeting to be held at 11:00 am (AWST) on 25 November 2025 at Suite 0101, Level 1, 5 Mill Street, Perth, WA 6000, and at any adjournment of that meeting.
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) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important note: If the Chair of the Meeting is (or becomes) your proxy, you can direct the Chair to vote for or against or to abstain from voting on Resolution 1 by marking the appropriate boxes below.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any resolution, in which case an ASX announcement will be made immediately disclosing the reasons for the change.
Voting on Business of the Annual General Meeting
FOR AGAINST ABSTAIN
Ordinary Resolution 1 – Adoption of Remuneration Report Ordinary Resolution 2 – Re-election of Director – John Clegg Ordinary Resolution 3 – Ratification of Prior Issue of Shares Special Resolution 4 – Approval of LR 7.1A Mandate
If two proxies are being appointed, the proportion of voting rights this proxy represents is ____%.
| Signature of Member(s) __ Individual or Member 1 Sole Director / Company Secretary |
_____ Date: __ Member 2 Member 3 Director Director / Company Secretary |
_____ Date: __ Member 2 Member 3 Director Director / Company Secretary |
|---|---|---|
| Director / Company Secretary |
Contact Name: _____ Contact Ph (daytime):____
Date: _______
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Instructions for completing Proxy Form
- ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
2.
( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.
3. ( Signing instructions ):
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( Individual ): Where the holding is in one name, the Shareholder must sign.
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( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
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( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
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( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
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( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
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( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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In person to Suite 0101, Level 1, 5 Mill Street, Perth WA 6000.
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By mail to PO Box 584, Fremantle, WA, 6959 or
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By scan and email to the Company Secretary at [email protected]
so that it is received not less than 48 hours prior to commencement of the Meeting.
Proxy Forms received later than this time will be invalid.
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