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RMA GLOBAL LIMITED Proxy Solicitation & Information Statement 2020

Aug 19, 2020

65720_rns_2020-08-19_e4ca047c-94c1-4f0e-95a9-82c689a6ec67.pdf

Proxy Solicitation & Information Statement

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The Manager Company Announcements Office Australian Stock Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

20 August 2020

ELECTRONIC LODGEMENT

Dear Sir or Madam

NOTICE OF EXTRAORDINARY GENERAL MEETING – 21 SEPTEMBER 2020

Please find attached the notice of an extraordinary general meeting sent to shareholders on 20 August 2020.

Yours sincerely

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Scott Farndell Company Secretary

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Notice of Extraordinary General Meeting

RMA Global Limited ACN 169 102 523

Date: 21 September 2020

Time: 11:00 am (Melbourne time)

Location: The Meeting will be held as a virtual meeting by electronic means

Important notice

This Notice of Extraordinary General Meeting and Explanatory Memorandum contains an explanation of, and information about, the proposals to be considered at the Extraordinary General Meeting of the Company on 21 September 2020. It is given to the Shareholders to help them determine how to vote on the Resolutions.

Shareholders should read this Notice of Extraordinary General Meeting and Explanatory Memorandum in full before deciding if and how to vote on the Resolutions. If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

This Notice of Extraordinary General Meeting and Explanatory Memorandum is dated 20 August 2020.

Should you wish to discuss any matters relating to this Notice please contact Scott Farndell (Company Secretary) on +61 (0)405 172 656.

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Notice of Extraordinary General Meeting RMA Global Limited ACN 169 102 523

Notice is given that an Extraordinary General Meeting of the members of RMA Global Limited ( Company ) will be held:

  • on 21 September 2020

  • at 11:00 am (Melbourne time)

In accordance with the government's guidance and restrictions on travel and public gatherings, the Extraordinary General Meeting will be held as a virtual meeting by electronic means via an online platform at https://web.lumiagm.com with meeting ID 358-268-067.

Shareholders may be present online and vote through the online webcasting platform provided by the Company's share registry at https://web.lumiagm.com on their smartphones, tablet or computer. Further information regarding online attendance at the Extraordinary General Meeting (including how to vote and ask questions virtually during the Extraordinary General Meeting) is set out in the Company's Online Meeting Guide, which is attached to this Notice of Extraordinary Meeting.

Business

Resolution 1 – Approval of Proposed Issue of Placement Shares to Mr David Williams, Non-Executive Director and Chairman

To consider and, if thought fit, pass the following Resolution:

"That the Company approves, for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue to Mr David Williams or his nominee(s) of 11,363,636 Shares and as more fully described in the Explanatory Memorandum accompanying and forming part of the Notice of this Meeting."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

  • (a) Mr David Williams; or

  • (b) an Associate of Mr David Williams.

However, this does not apply to a vote cast in favour of this Resolution by:

  • (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • (d) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote onteh Resolution as the chair decides; or

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  • (e) a holder actding solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2 – Approval of Proposed Issue of Placement Shares to Mr Philip Powell, Non-Executive Director

To consider and, if thought fit, pass the following Resolution:

"That the Company hereby approves, for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue to Mr Philip Powell or his nominee(s) of 250,000 Shares and as more fully described in the Explanatory Memorandum accompanying and forming part of the Notice of this Meeting."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

  • (a) Mr Philip Powell; or

  • (b) an Associate of Mr Philip Powell.

However, this does not apply to a vote cast in favour of this Resolution by:

  • (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • (d) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote onteh Resolution as the chair decides; or

  • (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 – Ratification of Placement

To consider and, if thought fit, pass the following Resolution:

"That the Company approves, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue by the Company of 33,840,909 Shares to sophisticated

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and professional investors and as more fully described in the Explanatory Memorandum accompanying and forming part of the Notice of this Meeting."

Voting Exclusion

The entity will disregard any votes cast in favour of Resolution 3 by or on behalf of:

  • (a) sophisticated and professional investors who have participated in the issue; or

  • (b) an Associate of sophisticated and professional investors who have participated in the issue.

However, this does not apply to a vote cast in favour of this Resolution by:

  • (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • (d) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote onteh Resolution as the chair decides; or

  • (e) a holder actding solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other Business

To consider any other business brought forward in accordance with the Constitution or the law.

Voting entitlement time

It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth)) that for the purposes of the Meeting, persons entitled to vote at the Meeting will be those who are registered Shareholders at 7:00pm (Melbourne time) on 19 September 2020. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

Proxies

  1. A member who is entitled to vote at the Meeting may appoint:

  2. (a) one proxy if the member is only entitled to one vote; or

  3. (b) one or two proxies if the member is entitled to more than one vote.

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  1. Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes the member is entitled to, in which case any fraction of votes will be disregarded.

  2. A proxy need not be a member of the Company.

  3. If you require an additional proxy form, the Company will supply it on request.

  4. The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (ie. by no later than 11:00am (Melbourne time) on 19 September 2020), at:

  5. (a) online: www.investorvote.com.au

  6. (b) by mail: C/- Computershare Investor Services Pty Limited GPO Box 242 , Melbourne Victoria, 3001; or

  7. (c) by fax: on 1800 783 447 (within Australia) or (+61) 3 9473 2555 (outside Australia).

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

  1. Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised attorney.

  2. If the appointment of a proxy specifies the way the proxy is to vote on a particular resolution:

  3. (a) the proxy is not required to vote on a show of hands, but if the proxy does so, the proxy must vote as directed (subject to any applicable voting exclusions);

  4. (b) if the proxy has two or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands;

  5. (c) if the proxy is not the Chairman of the Extraordinary General Meeting, the proxy need not vote on a poll but if the proxy does so, the proxy must vote as directed (subject to any applicable voting restrictions); and

  6. (d) if the proxy is the Chairman of the Extraordinary General Meeting, the proxy must vote on a poll and must vote as directed.

  7. There are some circumstances where the Chairman of the Extraordinary General Meeting will be taken to have been appointed as a Shareholder's proxy for the purposes of voting on a particular Resolution even if the Shareholder has not expressly appointed the Chairman of the Extraordinary General Meeting as their proxy. This will be the case where:

  8. (a) the appointment of the proxy specifies the way the proxy is to vote on a particular Resolution;

  9. (b) the Chairman of the Extraordinary General Meeting is not named as the proxy;

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  • (c) a poll has been called on the Resolution; and

  • (d) either of the following applies:

    • (i) the proxy is not recorded as attending the Extraordinary General Meeting; or

    • (ii) the proxy attends the Extraordinary General Meeting but does not vote on the Resolution.

  • If a Shareholder appoints the Chairman of the Meeting as the Shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of the item on a poll.

Online voting procedure

To enable participation by Shareholders in the Meeting without physical attendance, the Company will hold the Meeting virtually online via the Lumi platform at https://web.lumiagm.com with meeting ID 358-268-067. Shareholders can access this platform by navigating to https://web.lumiagm.com on any internet browser. Alternatively, the Lumi AGM app can be downloaded for free from the Apple or Google Play stores. On entering the meeting ID into the Lumi platform, Shareholders should then log in to the virtual Meeting using their SRN/HIN and postcode (Australian resident) or their SRN/HIN and three letter country code (overseas resident). Any appointed third party proxies should contact the Company’s share registry, Computershare Investor Services, on +61 3 9415 4024 to receive their login information.

Shareholders attending the Meeting virtually will be able to ask questions in writing and vote during the Meeting via the Lumi platform. More information regarding virtual attendance at the Meeting (including how to vote, comment and ask questions virtually during the Meeting) is available in the virtual meeting guide, which accompanies this Notice.

Poll

In accordance with clause 43 of the Company's constitution and in compliance with the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 made by the Treasurer on 5 May 2020, the Chairman intends to call a poll on each of the Resolutions proposed at the Extraordinary General Meeting.

The online webcasting platform will allow for online voting in real time at the Extraordinary General Meeting. The results of the voting on Resolutions requiring a Shareholder vote at the Meeting will be announced to the ASX promptly after the Extraordinary General Meeting.

Corporate Representatives

A body corporate that is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment,

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including any authority under which it is signed, unless it has previously been given to the Company.

Dated: 20 August 2020

By order of the Board

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Scott Farndell Company Secretary

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RMA Global Limited – Extraordinary General Meeting

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum accompanies and forms part of the Notice of Extraordinary General Meeting ( Notice ) and has been prepared to provide Shareholders with sufficient information to consider the Resolutions contained in the Notice. The Extraordinary General Meeting will be held on 21 September 2020 commencing at 11:00am (Melbourne time) as a virtual meeting by electronic means.

The Board recommends that Shareholders read this Explanatory Memorandum carefully and in its entirety before making any decision in relation to the Resolutions.

Capitalised terms not defined in this Notice of Meeting have the meaning given in the Glossary in Section 4 of this Explanatory Memorandum.

2. Resolutions

Resolutions 1 and 2 – Approval of proposed issue of Shares to Mr David Williams, Non-Executive Director and Chairman and Mr Philip Powell, Director

(a) Explanation

On 14 August 2020, the Company announced completion of a placement of 45,454,545 new Shares ( New Shares ) to a number of professional and sophisticated investors to raise a total of approximately $10 million at an issue price of $0.22 per New Share ( Placement ). The issue price under the Placement represented a 18.2% discount to the volume-weighted average price of the Company's Shares traded on ASX over the 5 trading days up to, and including, 12 August 2019.

The New Shares did not exceed 15% of the Company's issued capital and therefore did not require Shareholder approval under ASX Listing Rule 7.1. Completion of the Placement will enable the Company to accelerate its penetration of the US, Australian and New Zealand real estate markets as part of its strategy of becoming an essential service provider to real estate agents.

The New Shares rank equally in all respects with the existing Shares.

The first stage of the Placement involved the issue of 33,840,909 New Shares in the Company to sophisticated and/or institutional investors. Settlement of these New Shares are to take place on Friday, 21 August 2020 and commence trading on ASX on Monday, 24 August 2020.

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The issue of the remainder of the New Shares (being 11,613,636 New Shares) is, subject to Shareholder approval, proposed to be issued to related parties of the Company ( Related Party New Shares ).

Under ASX Listing Rule 10.11, an entity must obtain the approval of its holders before it can issue securities to (among others) a related party, subject to certain exceptions.

The proposed issue of Shares to Mr David Williams or one or more of his nominees (being 11,363,636 Related Party New Shares) and Mr Philip Powell or one or more of his nominees (being 250,000 Related Party New Shares) requires Shareholder approval under ASX Listing Rule 10.11 because, as Directors, each of Mr David Williams and Mr Philip Powell is (and entities respectively controlled by them are) a related party of the Company.

In accordance with ASX Listing Rule 7.2 (Exception 14), if an issue is made with the approval of holders of ordinary securities under ASX Listing Rule 10.11, then approval is not required under ASX Listing Rule 7.1.

(b) Required Information

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting for a proposed approval under ASX Listing Rule 10.11. The following information is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

Name of the person David Williams is a
related party of the
Company by virtue of
being a Director.
Philip Powell is a related
party of the Company by
virtue of being a Director.
Number of
securities to be
issued
11,363,636 Related Party
New Shares for an
aggregate subscription
amount of $2.5 million (to
be issued to David
Williams and/or his
nominee(s)).
250,000 Related Party
New Shares for an
aggregate subscription
amount of $55,000 (to be
issued to Philip Powell
and/or his nominee(s)).
Date by which the
securities will be
issued
Within 7 days of, and
otherwise no later than
one month after, the date
of the Meeting.
Within 7 days of, and
otherwise no later than
one month after, the date
of the Meeting.
Terms of securities The Related Party New
Shares will be fully paid
ordinary shares.
The Related Party New
Shares will rank equally
with the existing Shares
on issue.
The Related Party New
Shares will be fully paid
ordinary shares.
The Related Party New
Shares will rank equally
with the existing Shares
on issue.

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Issue price of the
securities
The Related Party New
Shares will be issued at a
price of $0.22 per
Related Party New
Share.
The Related Party New
Shares will be issued at a
price of $0.22 per
Related Party New
Share.
Intended use of
funds
The proceeds will be
used to enable the
Company to accelerate
its penetration of the US,
Australian and New
Zealand real estate
markets as part of its
strategy of becoming an
essential service provider
to real estate agents.
The proceeds will be
used to enable the
Company to accelerate
its penetration of the US,
Australian and New
Zealand real estate
markets as part of its
strategy of becoming an
essential service provider
to real estate agents.

(c) Voting

Some Shareholders and proxies may not be allowed to vote in favour of these Resolutions. Please refer to the voting exclusion statement in the Notice of Meeting.

(d) Board recommendation

Other than Mr David Williams (who abstains from making a recommendation), the Directors unanimously recommend that eligible Shareholders vote in favour of Resolution 1 set out in the Notice of Meeting.

Other than Mr Philip Powell (who abstains from making a recommendation), the Directors unanimously recommend that eligible Shareholders vote in favour of Resolution 2 set out in the Notice of Meeting.

If Shareholders cannot attend the Meeting, they are urged to complete the proxy form and return it (see proxy form for details) as soon as possible and, in any event by 11:00am (Melbourne time) on 19 September 2020.

Resolution 4: Ratification of Placement

(a) Explanation

The Company seeks Shareholder ratification in accordance with ASX Listing Rule 7.4 for the placement of 33,840,909 New Shares that were issued to sophisticated and professional investors under the first stage of the Placement on Monday, 24 August 2020, within the Company's capacity to issue securities pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, during 12 months, issue or agree to issue in excess of 15% of the number of securities on issue at the commencement of that 12 months without Shareholder approval, subject to certain exceptions.

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ASX Listing Rule 7.4 allows for the ratification of previous issues of securities which are not made with Shareholder approval (or under another exception to ASX Listing Rule 7.1) provided that the issue of securities did not breach the Company's placement capacity under ASX Listing Rule 7.1. If Shareholders ratify the issue of securities at general meeting, those securities will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1. If the Company's Shareholders ratifiy the issue of New Shares that occurred on Monday, 24 August 2020, these Shares will be deemed to have been issued with Shareholder approval.

(b) Reasons

The effect of the ratification of the issue of 33,840,909 New Shares under the Placement is that the Company's placement capacity under the ASX Listing Rules will be reinstated. This will enable the Company to issue a greater number of securities (should it decide to do so), subject to the ASX Listing Rules, in the next 12 months without Shareholder approval.

(c) Required information

ASX Listing Rule 7.5 sets out a number of matters which must be included in a notice of meeting for a proposed approval under ASX Listing Rule 7.4. The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.5:

Number of securities
issued and date of issue
33,840,909 New Shares for an aggregate
subscription amount of $7,445,000. These New
Shares are to be issued on Monday, 24 August
2020
Fixed issue price per
security
The New Shares were issued at a price of $0.22
per New Share.
Recipients of issue Certain sophisticated and professional investors
indentified by the Company and Bell Potter
Securities Limited.
Terms of securities The New Shares are fully paid ordinary shares.
The New Shares rank equally with the existing
Shares on issue.
Intended use of funds The proceeds will be used to enable the Company
to accelerate its penetration of the US, Australian
and New Zealand real estate markets as part of its
strategy of becoming an essential service provider
to real estate agents. Expenses associated with
the Placement will be paid out of the proceeds of
the Placement.

(d) Voting

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Some Shareholders and proxies may not be allowed to vote in favour of this Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

The Directors (other than those who participated in the Placement, being Messrs David Williams and Philip Powell) unanimously recommend that eligible Shareholders vote in favour of Resolution 3 set out in the Notice of Meeting.

If Shareholders cannot attend the Meeting, they are urged to complete the proxy form and return it (see proxy form for details) as soon as possible and, in any event by 11:00am (Melbourne time) on 19 September 2020.

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3. Glossary

Glossary
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited or the financial market operated by it, the
Australian Securities Exchange, as the context requires.
ASX Listing Rules means the listing rules of ASX (as amended).
Board means the board of directors of the Company.
Company means RMA Global Limited ACN 169 102 523.
Constitution means the constitution of the Company.
Corporations Act means the_Corporations Act 2001_(Cth).
Director means a director of the Company.
Explanatory
Memorandum
means this explanatory memorandum that forms part of this
Notice of Meeting.
Meetingor
Extraordinary
General Meeting
means the extraordinary general meeting of Shareholders called
by this Notice of Meeting.
NoticeorNotice
of Meetingor
Notice of
Extraordinary
General Meeting
means this notice of extraordinary general meeting and
explanatory memorandum.
Resolution means a resolution set out in this Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of one or more Shares.

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Online Meeting Guide

Getting Started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time and you will need to either:

a) Visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari,Internet Explorer 11, Edge and Firefox. Please ensure your browser is compatible; or

b) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

Meeting ID: 358-268-067

To log in, you must have the following information:

Australian Residents

Username (SRN or HIN) and Password (postcode of your registered address)

Overseas Residents

Username (SRN or HIN) and Password (three-character country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN. A full list is provided at the end of this guide.

Appointed Proxy

To receive your username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Online registration will open 1 hour before the start of the meeting

To participate in the meeting, you will be required to enter the unique 9 digit Meeting ID provided above. 1

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2

To proceed into the meeting, you will need to read and accept the Terms and Conditions.

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OR
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1

To register as a securityholder, select ‘I have a login’ and enter your username (SRN or HIN) and 3 password (postcode or country code).

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If you are a visitor, select ‘I am a guest’ and enter 3a your name and email details. Please note, visitors will not be able to ask questions or vote at the meeting.

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Once logged in, you will see the home page, which 4 displays the meeting documents and information on the meeting. Icons will be displayed in different areas, depending on the device you are using.

5 View the webcast To view proceedings you must tap the broadcast arrow on your screen. Video and/or slides of the meeting will appear after approx. 30 seconds*. Toggle between the up or down arrow to view another screen.

(*Dependant on the speed of your internet)

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The broadcast bar allows you to view and listen to the proceedings Home page icon, displays meeting information

Questions icon, used to ask questions

Voting icon, used to vote. Only visible when the chairman opens poll

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6 To Vote

When the Chairman declares the poll open:

  • A voting icon will appear on your device and theMeeting Resolutions will be displayed.

  • To vote tap one of the voting options. Your

  • response will be highlighted.

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To Ask Questions

Tap on the Questions icon to submit a question, type your question in the chat box at the bottom of the screen and then select the send icon .

Confirmation that your message has been received will appear.

  • To change your vote, simply press a different option to override.

The number of items you have voted or yet to vote on, is displayed at the top of the screen.

Votes may be changed up to the time the chairman closes the poll.

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On some devices, to vote, you may need to minimise the webcast by selecting the arrow in the broadcast bar, audio will still be available. To return to the webcast after voting, select the arrow again.

For Assistance

If you require assistance prior to or during the Meeting, please call +61 3 9415 4024

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https://web.lumiagm.com

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COUNTRY CODES Select your country code from the list below and enter it into the password field.

CPV CAPE VERDE ISM BRITISH ISLES CRI COSTA RICA ISR ISRAEL CUB CUBA ITA ITALY CXR CHRISTMAS ISLAND JAM JAMAICA CYM CAYMAN ISLANDS JEY JERSEY CYP CYPRUS JOR JORDAN CZE CZECH REPUBLIC JPN JAPAN DEU GERMANY KAZ KAZAKHSTAN DJI DJIBOUTI KEN KENYA DMA DOMINICA KGZ KYRGYZSTAN DNK DENMARK KHM CAMBODIA DOM DOMINICAN REPUBLIC KIR KIRIBATI DZA ALGERIA KNA ST KITTS AND NEVIS ECU ECUADOR KOR KOREA REPUBLIC OF EGY EGYPT KWT KUWAIT ERI ERITREA LAO LAO PDR ESH WESTERN SAHARA LBN LEBANON ESP SPAIN LBR LIBERIA EST ESTONIA LBY LIBYAN ARAB ETH ETHIOPIA JAMAHIRIYA FIN FINLAND LCA ST LUCIA FJI FIJI LIE LIECHTENSTEIN FLK FALKLAND ISLANDS LKA SRI LANKA (MALVINAS) LSO LESOTHO FRA FRANCE LTU LITHUANIA FRO FAROE ISLANDS LUX LUXEMBOURG FSM MICRONESIA LVA LATVIA GAB GABON MAC MACAO GBR UNITED KINGDOM MAF ST MARTIN GEO GEORGIA MAR MOROCCO GGY GUERNSEY MCO MONACO GHA GHANA MDA MOLDOVA REPUBLIC OF GIB GIBRALTAR MDG MADAGASCAR GIN GUINEA MDV MALDIVES GLP GUADELOUPE MEX MEXICO GMB GAMBIA MHL MARSHALL ISLANDS GNB GUINEA-BISSAU MKD MACEDONIA FORMER GNQ EQUATORIAL GUINEA YUGOSLAV REP

ABW ARUBA

AFG AFGHANISTAN AGO ANGOLA AIA ANGUILLA ALA ALAND ISLANDS ALB ALBANIA AND ANDORRA ANT NETHERLANDS ANTILLES ARE UNITED ARAB EMIRATES ARG ARGENTINA ARM ARMENIA ASM AMERICAN SAMOA ATA ANTARCTICA ATF FRENCH SOUTHERN TERRITORIES ATG ANTIGUA AND BARBUDA

AUS AUSTRALIA ETH ETHIOPIA JAMAHIRIYA AUT AUSTRIA FIN FINLAND LCA ST LUCIA AZE AZERBAIJAN FJI FIJI LIE LIECHTENSTEIN BDI BURUNDI FLK FALKLAND ISLANDS LKA SRI LANKA BEL BELGIUM (MALVINAS) LSO LESOTHO BEN BENIN FRA FRANCE LTU LITHUANIA BFA BURKINA FASO FRO FAROE ISLANDS LUX LUXEMBOURG BGD BANGLADESH FSM MICRONESIA LVA LATVIA BGR BULGARIA GAB GABON MAC MACAO BHR BAHRAIN GBR UNITED KINGDOM MAF ST MARTIN BHS BAHAMAS GEO GEORGIA MAR MOROCCO BIH BOSNIA & GGY GUERNSEY MCO MONACO HERZEGOVINA GHA GHANA MDA BLM ST BARTHELEMY GIB GIBRALTAR MDG MADAGASCAR BLR BELARUS GIN GUINEA MDV MALDIVES BLZ BELIZE GLP GUADELOUPE MEX MEXICO BMU BERMUDA GMB GAMBIA MHL MARSHALL ISLANDS BOL BOLIVIA GNB GUINEA-BISSAU MKD MACEDONIA FORMER BRA BRAZIL GNQ EQUATORIAL GUINEA YUGOSLAV REP BRB BARBADOS GRC GREECE MLI MALI BRN BRUNEI DARUSSALAM GRD GRENADA MLT MALTA BTN BHUTAN GRL GREENLAND MMR MYANMAR BUR BURMA GTM GUATEMALA MNE MONTENEGRO BVT BOUVET ISLAND GUF FRENCH GUIANA MNG MONGOLIA BWA BOTSWANA GUM GUAM MNP NORTHERN MARIANA BLR BELARUS GUY GUYANA ISLANDS CAF CENTRAL AFRICAN HKG HONG KONG MOZ MOZAMBIQUE REPUBLIC HMD HEARD AND MRT MAURITANIA CAN CANADA MCDONALD ISLANDS MSR MONTSERRAT CCK COCOS (KEELING) HND HONDURAS MTQ MARTINIQUE ISLANDS HRV CROATIA MUS MAURITIUS CHE SWITZERLAND HTI HAITI MWI MALAWI CHL CHILE HUN HUNGARY MYS MALAYSIA CHN CHINA IDN INDONESIA MYT MAYOTTE CIV COTE D’IVOIRE IMN ISLE OF MAN NAM NAMIBIA CMR CAMEROON IND INDIA NCL NEW CALEDONIA COD CONGO DEMOCRATIC IOT BRITISH INDIAN OCEAN NER NIGER REPUBLIC OF TERRITORY NFK NORFOLK ISLAND COG CONGO PEOPLES IRL IRELAND NGA NIGERIA REPUBLIC OF IRN IRAN ISLAMIC NIC NICARAGUA COK COOK ISLANDS REPUBLIC OF NIU NIUE COL COLOMBIA IRQ IRAQ NLD NETHERLANDS COM COMOROS ISL ICELAND NOR NORWAY

MLI MALI MLT MALTA MMR MYANMAR MNE MONTENEGRO MNG MONGOLIA MNP NORTHERN MARIANA ISLANDS

NPL NEPAL TKM TURKMENISTAN NRU NAURU TLS EAST TIMOR NZL NEW ZEALAND DEMOCRATIC REP OF OMN OMAN TMP EAST TIMOR PAK PAKISTAN TON TONGA PAN PANAMA TTO TRINIDAD & TOBAGO PCN PITCAIRN ISLANDS TUN TUNISIA PER PERU TUR TURKEY PHL PHILIPPINES TUV TUVALU PLW PALAU TWN TAIWAN PNG PAPUA NEW GUINEA TZA TANZANIA UNITED POL POLAND REPUBLIC OF PRI PUERTO RICO UGA UGANDA PRK KOREA DEM PEOPLES UKR UKRAINE REPUBLIC OF UMI UNITED STATES MINOR PRT PORTUGAL OUTLYING PRY PARAGUAY URY URUGUAY PSE PALESTINIAN USA UNITED STATES OF TERRITORY OCCUPIED AMERICA PYF FRENCH POLYNESIA UZB UZBEKISTAN QAT QATAR VAT HOLY SEE (VATICAN REU REUNION CITY STATE) ROU ROMANIA VCT ST VINCENT & THE RUS RUSSIAN FEDERATION GRENADINES RWA RWANDA VEN VENEZUELA SAU SAUDI ARABIA VGB BRITISH VIRGIN KINGDOM OF ISLANDS SCG SERBIA AND VIR US VIRGIN ISLANDS MONTENEGRO VNM VIETNAM SDN SUDAN VUT VANUATU SEN SENEGAL WLF WALLIS AND FUTUNA SGP SINGAPORE WSM SAMOA SGS STH GEORGIA & STH YEM YEMEN SANDWICH ISL YMD YEMEN DEMOCRATIC SHN ST HELENA YUG YUGOSLAVIA SOCIALIST SJM SVALBARD & JAN FED REP MAYEN ZAF SOUTH AFRICA SLB SOLOMON ISLANDS ZAR ZAIRE SLE SIERRA LEONE ZMB ZAMBIA SLV EL SALVADOR ZWE ZIMBABWE SMR SAN MARINO SOM SOMALIA SPM ST PIERRE AND MIQUELON SRB SERBIA STP SAO TOME AND PRINCIPE SUR SURINAME SVK SLOVAKIA SVN SLOVENIA SWE SWEDEN SWZ SWAZILAND SYC SEYCHELLES SYR SYRIAN ARAB REPUBLIC TCA TURKS AND CAICOS ISLANDS TCD CHAD TGO TOGO THA THAILAND TJK TAJIKISTAN TKL TOKELAU

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RMA Global Limited

ABN 69 169 102 523

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

RMY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 AM (Melbourne time) on Saturday, 19 Steptember 2020.

RMA Global Limited Extraordinary General Meeting

This year, as part of the Australian Government’s response to the Coronavirus crisis, temporary modifications have been made to the Corporations Act 2001 under the Corporations (Coronavirus Economic Response) Determination (No.1) 2020 . These modifications allow notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The Annual General Meeting of RMA Global Limited will be a virtual meeting, which will be conducted online on Monday, 21 September 2020 at 11:00 AM (Melbourne time).

Attending the meeting online:

If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your vote in real time. To participate online you will need to either:

  • a) Visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible; or

  • b) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

Access the meeting documents and lodge your proxy online:

Online:

Access the meeting documents and 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: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

To participate in the meeting, you will be required to enter the unique 9 digit Meeting ID provided below.

Meeting ID: 358-268-067

For further instructions on how to participate online please view the online meeting user guide at https://www.rma-global.com/policy/RMY-2020-EGM-Lumi_MeetingGuide.pdf

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

Samples/000001/000001/i12

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RMA Global Limited

ABN 69 169 102 523

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

RMY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 AM (Melbourne time) on Saturday, 19 September 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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: 999999

SRN/HIN: I9999999999 PIN: 99999

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.

Corporate Representative

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

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

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

Samples/000001/000002/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999 I ND

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of RMA Global Limited hereby appoint

the Chairman PLEASE NOTE: Leave this box blank if OR of the Meeting 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 Extraordinary General Meeting of RMA Global Limited to be held at as a virtual meeting on Monday, 21 September 2020 at 11:00 AM (Melbourne time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies: 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 1, 2 and 3 (except where I/we have indicated a different voting intention in step 2).

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 1, 2 and 3 by marking the appropriate box in step 2.

Items of Business
PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your
behalf on a poll and your votes will not be counted in computing the required majority.
Step 2
For
Against Abstain
Resolution 1
Issue of shares to David Williams
Resolution 2
Issue of shares to Philip Powell
Resolution 3
Ratification of Placement

For Against Abstain

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.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile Number
Email Address
(Optional)
Date
/ /
/ /

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