AI assistant
SERVICE STREAM LIMITED — AGM Information 2019
Feb 5, 2019
65865_rns_2019-02-05_4afa4eec-f80f-4fb6-8467-83c1388e01d1.pdf
AGM Information
Open in viewerOpens in your device viewer
SERVICE STREAM LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING
==> picture [596 x 509] intentionally omitted <==
==> picture [122 x 39] intentionally omitted <==
Wednesday, 6 February 2019
Dear Shareholder,
Please find attached the materials pertaining to an Extraordinary General Meeting of shareholders of Service Stream Limited that is being held on 20 March 2019.
This EGM arises from Service Stream’s recent acquisition of Comdain Infrastructure and the subsequent need to join the acquired Comdain entities to the finance facility arrangements that Service Stream has with its bankers, ANZ and HSBC. In this regard, it is a condition of Service Stream’s banking facility that each of the acquired Comdain entities becomes an Additional Guarantor and a party to the facility’s Security Trust Deed. By doing so, the assets of the acquired Comdain entities will join the assets of the existing Service Stream entities in providing security over the Group’s banking facility utilisation.
More specifically, the need for the EGM arises from the fact that the circumstances described above constitute the giving of “financial assistance” under section 260A of the Corporations Act and the requirement under that section that it be approved by Service Stream’s shareholders.
My fellow directors and I believe that it is clearly in the best interests of Service Stream to comply with its banking facility obligations so as to ensure the Group’s ongoing access to borrowings and bank guarantees on existing favourable terms. We believe that there are no material disadvantages to the Company or to shareholders in approving the arrangement.
The Service Stream board unanimously supports the resolution that will give rise to approval of the arrangement, and thanks you for your ongoing support of our Company.
Kind regards,
==> picture [108 x 64] intentionally omitted <==
Brett Gallagher Chairman
SERVICE STREAM LIMITED ABN 46 072 369 870
HEAD OFFICE Level 4, 357 Collins Street, Melbourne VIC 3000 | PO Box 14570, Melbourne VIC 8001 T +61 3 9677 8888 | F +61 3 9677 8877 | E [email protected] | www.servicestream.com.au
==> picture [596 x 122] intentionally omitted <==
NOTICE OF EXTRAORDINARY GENERAL MEETING
Service Stream Limited ACN 072 369 870
Notice is given that an Extraordinary General Meeting of members of Service Stream Limited (Service Stream) will be held at Service Stream’s head office, being Level 4, 357 Collins St, Melbourne, 3000 at 11.00 am (AEDT) on Wednesday, 20 March 2019.
Resolution 1: approval of financial assistance (Financial Assistance Resolution)
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, pursuant to and in accordance with section 260B(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for financial assistance to be provided by each of the following subsidiaries of the Company in connection with the Acquisition as more particularly described in the Explanatory Memorandum accompanying the Notice of Meeting:
-
a) Comdain Infrastructure Pty Ltd ACN 092 035 419;
-
b) Ayrab Pty Ltd (ACN 006 197 619) in its own capacity and in its capacity as trustee of the Ayrab Unit Trust (ABN 96 858 241 632);
-
c) Comdain Asset Management Pty Ltd (ACN 099 282 256);
-
d) Comdain Assets Pty Ltd (ACN 140 995 937);
-
e) Comdain Civil Constructions (Qld) Pty Ltd (ACN 136 971 741);
-
f) Comdain Civil Constructions Pty Ltd (ACN 092 269 040);
-
g) Comdain Corporate Pty Ltd (ACN 140 995 946);
-
h) Comdain Gas (Aust) Pty Ltd (ACN 099 283 271);
-
i) Comdain Services (AMS) Pty Ltd (ACN 605 784 521); and
-
j) Comdain Services Pty Ltd (ACN 160 096 079).”
The resolution is a special resolution, which requires at least 75% of votes cast by shareholders entitled to vote on the resolution to be cast in favour of the resolution.
Recommendation
The Service Stream Directors unanimously recommend that the Shareholders vote in favour of the Resolution.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 1 of 11
----- End of picture text -----
NOTICE OF EXTRAORDINARY GENERAL MEETING
Voting Statement
The Chairman of the Extraordinary General Meeting intends to vote undirected proxies held by him in favour of the Resolution. Please refer to the proxy form accompanying this Notice of Meeting ( Notice ) for more information.
Entitlement to Vote
In accordance with the Corporations Regulations 2001, the Service Stream Directors have determined that a person’s entitlement to vote at the Extraordinary General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7:00pm (AEDT) on Monday, 18 March 2019.
Proxies
-
A member entitled to attend and vote at this meeting is entitled to appoint one proxy or, if the member is entitled to cast two or more votes at the meeting, two proxies to attend and vote on behalf and instead of the member.
-
Where two proxies are appointed;
-
a) the proxies may vote only if each proxy is appointed to represent a specified proportion of the member’s voting rights;
-
b) neither proxy may vote on a show of hands; and
-
c) on a poll, each proxy may only exercise the voting rights for the portion of the member’s voting rights that they represent.
-
A proxy may but need not be a member.
-
A proxy form accompanies this Notice. To be valid, the proxy form together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, must be:
-
a) received by Service Stream’s share registrar, Computershare Investor Services Pty Limited by:
-
(1) hand delivery to “Yarra Falls”, 452 Johnston Street, Abbotsford, Victoria 3067;
-
(2) post to GPO Box 242, Melbourne, Victoria, 8060; or
-
(3) facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) before 11.00am (AEDT) on Monday, 18 March 2019; or
-
(4) received by Service Stream (addressed to the attention of Mrs Vicki Letcher, Company Secretary):
-
(5) at its registered office at Level 4, 357 Collins Street, Melbourne, Victoria, 3000; or (2) by facsimile on +61 3 9677 8877; before 11.00am (AEDT) on Monday, 18 March 2019.
-
SERVICE STREAM LIMITED ABN: 46 072 369 870
==> picture [596 x 122] intentionally omitted <==
-
A proxy may also be appointed electronically by:
-
a) visiting www.investorvote.com.au and following the instructions provided;
-
b) scanning the QR code on the proxy form with your mobile device; or c) visiting www.intermediaryonline.com to submit your voting intentions (for Intermediary Online subscribers (custodians) only);
-
d) before 11.00am (AEDT) on Monday, 18 March 2019. A proxy cannot be appointed electronically if they are appointed under power of attorney or other authority.
By order of the Board:
==> picture [109 x 38] intentionally omitted <==
Vicki Letcher Company Secretary 6 February 2019
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 3 of 11
----- End of picture text -----
NOTICE OF EXTRAORDINARY GENERAL MEETING
Explanatory Memorandum — Approval of the grant of financial assistance in relation to the Comdain Infrastructure acquisition
This Explanatory Memorandum has been prepared for the purposes of section 260B(4) of the Corporations Act in relation to the business to be conducted at the Extraordinary General Meeting of the Company to be held at Level 4, 357 Collins St, Melbourne, 3000 at 11.00 am (AEDT) on Wednesday, 20 March 2019 ( General Meeting ).
Certain terms and expressions used in this Explanatory Memorandum are defined in section 12 below.
1. The Comdain Infrastructure acquisition
On 2 January 2019, Service Stream Limited, through its subsidiary Service Stream Holdings Pty Limited (ACN 008 027 978) ( SSH ), completed the acquisition of:
-
a) 100% of the issued share capital of Comdain Infrastructure Pty Ltd (ACN 092 035 419);
-
b) 100% of the issued share capital of Ayrab Pty Ltd (ACN 006 197 619); and
-
c) 100% of the units in the Ayrab Unit Trust,
(the Acquisition ).
Further details concerning the Acquisition can be found in the Company’s ASX announcements dated 3 December 2018 and 2 January 2019.
On completion of the Acquisition, the Company became the listed Australian holding company of Comdain Infrastructure Pty Ltd (and its subsidiaries) and of Ayrab Pty Ltd (collectively, the Comdain Entities ). The Comdain Entities are listed in the special resolution to be put to shareholders at the General Meeting set out in the Notice ( Financial Assistance Resolution ).
The purchase price for the Comdain Entities and Ayrab Unit Trust was $161.7 million (subject to adjustments for tax liabilities, net cash and movements in working capital). This purchase price was satisfied as follows:
-
a) $68.0 million of the purchase price was satisfied by the issue of 40,189,126 new fully paid ordinary shares in the Company ( Consideration Shares );
-
b) $60.0 million of the cash consideration component of the purchase price was funded by borrowings under the Facility Agreement; and
-
c) the balance of the purchase price was paid in cash from the Service Stream Group’s existing cash-onhand.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 4 of 11
----- End of picture text -----
SERVICE STREAM LIMITED ABN: 46 072 369 870
==> picture [596 x 122] intentionally omitted <==
As discussed in more detail in section 3 below, all of the operating companies in the Service Stream Group (other than the Comdain Entities) are currently guarantors and security providers under the Facility Agreement and the Security Trust Deed. Under the terms of the Facility Agreement, the Company is required to ensure that, among other things, the Comdain Entities accede to the Facility Agreement and Security Trust Deed. The accession by the Comdain Entities to the Facility Agreement and the Security Trust Deed (and the assumption by the Comdain Entities of certain obligations under those documents) will have the effect of each Comdain Entity financially assisting in the acquisition of its own shares (or that of a holding company, being Comdain Infrastructure Pty Ltd) for the purposes of section 260A of the Corporations Act.
2. Financial assistance under the Corporations Act
Pursuant to section 260A(1) of the Corporations Act, a company may financially assist a person to acquire shares (or units of shares) in the company or a holding company of the company, only if:
-
a) giving the assistance does not materially prejudice:
-
(i) the interests of the company or its shareholders; or
-
(ii) the company’s ability to pay its creditors; or
-
b) the assistance is approved by shareholders under section 260B of the Corporations Act; or
-
c) the assistance is exempted under section 260C of the Corporations Act.
A company may be regarded as giving financial assistance if it gives something required for an acquisition to be carried out or something in the nature of financial aid or help. Common examples of financial assistance include giving security over the company’s assets and giving a guarantee or indemnity in respect of another person’s liability.
Under section 260B(2) of the Corporations Act, if immediately after the acquisition a company will have an Australian listed holding company, the financial assistance must be approved by a special resolution of that holding company.
As the Company is the Australian listed holding company of the Comdain Entities, the shareholders of the Company are being requested to consider and, if thought fit, approve the provision of financial assistance by the Comdain Entities as required by section 260B(2) of the Corporations Act. The purpose of the Financial Assistance Resolution is to seek this approval.
The purpose of this Explanatory Memorandum is to explain in further detail the nature of the financial assistance that it is proposed will be provided by the Comdain Entities in connection with the Acquisition (subject to shareholders considering and, if thought fit, passing the Financial Assistance Resolution).
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 5 of 11
----- End of picture text -----
NOTICE OF EXTRAORDINARY GENERAL MEETING
As required under section 260B(1) of the Corporations Act, general meetings of the shareholders of each of the Comdain Entities were held on 30 January 2019 and a resolution was passed at each meeting approving the provision of financial assistance by the relevant Comdain Entity.
3. The Facility Agreement
As noted above, all of the operating companies of the Service Stream Group (other than the Comdain Entities), namely:
-
the Company;
-
SSH;
-
Radhaz Consulting Pty Ltd (ACN 119 544 071);
-
Service Stream Fixed Communications Pty Ltd (ACN 067 943 873);
-
Service Stream Customer Care Pty Ltd (ACN 112 410 358);
-
Service Stream Mobile Communications Pty Ltd (ACN 095 043 057);
-
Service Stream Energy and Water Pty Ltd (ACN 098 326 179);
-
Service Stream Infrastructure Services Pty Ltd (ACN 125 062 160);
-
Service Stream Operations Pty Ltd (ACN 159 516 882);
-
TechSafe Management Pty Ltd (ACN 149 740 232); and
-
TechSafe Australia Pty Ltd (ACN 097 315 341),
entered into the restated Facility Agreement with ANZ and HSBC on 20 December 2018.
The restated Facility Agreement provided financial accommodation to the Service Stream Group up to an aggregate principal amount of $190.0 million to:
-
a) partly fund the Acquisition (as noted in section 1 above); and
-
a) meet the future working capital and bank guarantee requirements of the Comdain Entities (and the other members of the Service Stream Group).
The facilities under the Facility Agreement ( Facilities ) are provided to SSH as borrower. The term of the Facilities has been extended by two years and all borrowings under the Facilities must be repaid by SSH on or before 30 September 2021, unless the Facilities are subsequently extended further.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 6 of 11
----- End of picture text -----
SERVICE STREAM LIMITED ABN: 46 072 369 870
==> picture [596 x 122] intentionally omitted <==
The terms of the Facility Agreement require that the Company procure that each of the Comdain Entities:
-
a) accede to the Facility Agreement as an “Additional Guarantor” (as defined in the Facility Agreement);
-
b) guarantee and indemnify the repayment of the “Secured Moneys” (as defined in the Facility Agreement) on the terms contained in the Facility Agreement by providing a “Satisfactory Guarantee” (as defined in the Facility Agreement);
-
c) accede to the Security Trust Deed; and
-
d) provide a first security over all of its assets to secure the Secured Moneys by providing a “Satisfactory Security” (as defined in the Facility Agreement).
By acceding to the Facility Agreement and the Security Trust Deed, the Comdain Entities would have the same obligations under those documents as each other operating company of the Service Stream Group (other than the Company and SSH) (together, the Guarantors and Security Providers ). (The Company and SSH have additional obligations under the Facility Agreement and the Security Trust Deed.)
4. Effect of the Comdain Entities becoming guarantors and security providers
The substantial effect of the Comdain Entities acceding to the Facility Agreement and the Security Trust Deed and becoming guarantors and security providers is that each Comdain Entity will:
-
a) guarantee due and punctual payment of all amounts payable under the Facilities; and
-
b) if any such amounts are not owing by, or recoverable from, another member of the Service Stream Group, indemnify ANZ and HSBC against any loss (being the amount that ANZ and/or HSBC, as applicable would otherwise have been entitled to recover from the relevant Service Stream Group member).
The operations of the Comdain Entities will also be restricted by the representations and undertakings given by the Comdain Entities when they accede to the Facility Agreement. However, as a pre-existing party to the Facility Agreement, the Company is already required to procure that the Comdain Entities comply with these undertakings and the Company has been required to provide such representations, even though the Comdain Entities have not yet acceded to the Facility Agreement. The undertakings include, but are not limited to, various financial debt covenants in relation to minimum or maximum levels of equity, earnings, gearing and borrowing base. The Company already regularly monitors these covenants in relation to the Service Stream Group.
Becoming guarantors and security providers should not, of itself, materially prejudice the interests of each Comdain Entity or its members or the ability of each Comdain Entity to pay its creditors because the liability to ANZ and HSBC under the Facility Agreement and Security Trust Deed is a contingent rather than an actual liability. However, if a default occurs under the Facility Agreement and Security Trust Deed, the contingent liability may become an actual liability. The consequences of this are outlined in section 7 below.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 7 of 11
----- End of picture text -----
NOTICE OF EXTRAORDINARY GENERAL MEETING
The accession by the Comdain Entities to the Facility Agreement and the Security Trust Deed, and the giving of a guarantee and security, is consistent with market practice for such financing transactions and, as noted above, is required under the terms of the Facility Agreement.
5. Particulars of the financial assistance proposed to be provided by the Comdain Entities
As noted above, the financial accommodation provided under the restated Facility Agreement has been utilised by SSH to partly fund the Acquisition, and to meet the future working capital and bank guarantee requirements of the Comdain Entities (and the other members of the Service Stream Group).
If the Comdain Entities accede to the Facility Agreement and the Security Trust Deed and become guarantors and security providers, this will constitute the Comdain Entities giving financial assistance in connection with the Acquisition for the purposes of section 260A of the Corporations Act. Pursuant to section 260B of the Corporations Act:
-
a) approval under section 260B(1) of the Corporations Act was provided by the shareholders of the Comdain Entities on 30 January 2019; and
-
b) because, immediately following the Acquisition, the Company was the listed Australian holding company of the Comdain Entities, approval under section 260B(2) of the Corporations Act is also being sought from the shareholders of the Company as the ultimate listed Australian holding company, as contemplated in the Financial Assistance Resolution.
6. Advantages of approving the Financial Assistance Resolution
The reason for the giving of the financial assistance described above is to enable the Company to comply with certain of its obligations under the Facility Agreement. The principal advantage to the Company of the shareholders of the Company approving the Financial Assistance Resolution is that it enables the Company to fulfil these obligations and avoids a default occurring under the Facility Agreement. Any default under the Facility Agreement may require the Company to refinance the facilities and would have a potentially destabilising effect on the Service Stream Group.
The continuation of the Facility Agreement benefits the Comdain Entities because the Facility Agreement will provide the Comdain Entities with bank guarantee facilities and funds for the working capital and general corporate purposes of the members of the Service Stream Group (including the Comdain Entities).
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 8 of 11
----- End of picture text -----
SERVICE STREAM LIMITED ABN: 46 072 369 870
==> picture [596 x 122] intentionally omitted <==
In addition, as a result of the Acquisition that was partly funded by SSH using the facilities provided under the Facility Agreement:
-
a) the Comdain Entities will benefit from greater efficiencies, synergies and greater growth potential through integration with the Service Stream Group;
-
b) in addition to their existing management expertise, the Comdain Entities will have access to new management expertise provided by the Service Stream Group; and
-
c) the Comdain Entities will benefit from having a committed shareholder who will be focussed on its financial performance, operations and business.
7. Disadvantages of approving the Financial Assistance Resolution
As the Company is already liable for the amounts due under the Facility Agreement, the directors of the Company do not believe there are any disadvantages to the Company of the proposed Financial Assistance Resolution.
The effect of the Comdain Entities acceding to the Facility Agreement and the Security Trust Deed and becoming guarantors and security providers is described in section 4 above. The disadvantages of this to the Comdain Entities may include the following:
-
a) although the Directors consider this unlikely, if a member of the Service Stream Group defaults under the Facility Agreement (including as a result of the failure to pay principal or interest or otherwise comply with the undertakings given to ANZ and HSBC), ANZ or HSBC may decide to take enforcement action such as making a demand under the Facility Agreement (including by a call on the guarantee and indemnity given by a Comdain Entity). ANZ and HSBC may require immediate repayment of the amounts due under the Facility Agreement and a Comdain Entity may be liable for the default. Any such enforcement would have a negative impact on the financial positions of the Comdain Entities and their ability to pay their creditors because their cash reserves and assets would be diminished by the amount required to be paid to ANZ and HSBC;
-
b) the giving of the financial assistance may impact the Comdain Entities’ ability to borrow money in the future. This is because a lender may be deterred from making additional facilities available to the Comdain Entities due to the existence of the Facility Agreement and the Security Trust Deed; and
-
c) the operations of the Comdain Entities may be restricted by the representations and undertakings given by the Comdain Entities when they accede to the Facility Agreement.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 9 of 11
----- End of picture text -----
NOTICE OF EXTRAORDINARY GENERAL MEETING
8. Passing the Financial Assistance Resolution
The Financial Assistance Resolution is set out in the Notice that accompanies this Explanatory Memorandum.
The Financial Assistance Resolution will be passed if it is passed as a special resolution of the Company (75% of Shareholders at the General Meeting vote in favour of the Financial Assistance Resolution).
As set out in the Notice, a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7:00pm (AEDT) on Monday, 18 March 2019.
As noted above, the vendors of Comdain Infrastructure Pty Ltd were issued with the Consideration Shares as part of the purchase price. This shareholding is registered in the Register of Shareholders as at the date of the Notice and the vendors will be entitled to vote these shares to the extent the vendors remain registered holders of these shares as at 7:00pm (AEDT) on Monday, 18 March 2019.
Shareholders may vote either for or against the Financial Assistance Resolution.
9. Recommendation
The directors unanimously recommend that Shareholders vote in favour of the Financial Assistance Resolution.
10. Notice to ASIC
As required by section 260B(5) of the Corporations Act, copies of the Notice and this Explanatory Memorandum as sent to shareholders of the Company were lodged with ASIC before their dispatch to shareholders.
11. Disclosure of information
The directors consider that the Notice and this Explanatory Memorandum contains all material information known to the Company that could reasonably be required by the shareholders of the Company in deciding how to vote on the resolution, other than information that it would be unreasonable to require the Company to disclose because the Company has previously disclosed the information to its shareholders.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 10 of 11
----- End of picture text -----
SERVICE STREAM LIMITED ABN: 46 072 369 870
==> picture [596 x 122] intentionally omitted <==
12. Defined terms and interpretation
In this Explanatory Memorandum, the following defined terms have the meanings given below:
ANZ means Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).
Corporations Act means the Corporations Act 2001 (Cth).
Facility Agreement means the syndicated facility agreement dated 23 January 2014, between among others, Service Stream Limited, SSH and ANZ, as amended or amended and restated from time to time, including by the First Amendment and Restatement Deed dated 23 January 2014, the Second Amendment and Restatement Deed dated 29 August 2014, the Third Amendment and Restatement Deed dated on or about 15 September 2016, and the Fourth Amendment and Restatement Deed dated 20 December 2018.
HSBC means HSBC Bank Australia Limited (ABN 48 006 434 162) and The Hongkong and Shanghai Banking Corporation Limited (ABN 65 117 925 970).
Security Trust Deed means the Security Trust Deed originally dated 31 October 2008 as amended by the Amending Deed (Charges and Security Trust Deed) dated 18 May 2012 and amended and restated by the Amendment and Restatement Deed between SSH, ANZ and others.
Service Stream Group means the Service Stream group of companies of which Service Stream Limited is the ultimate holding company.
==> picture [206 x 108] intentionally omitted <==
----- Start of picture text -----
Page 11 of 11
----- End of picture text -----
==> picture [144 x 46] intentionally omitted <==
CORPORATE DIRECTORY
DIRECTORS
Brett Gallagher Leigh Mackender Peter Dempsey Greg Adcock Raelene Murphy Deborah Page AM Tom Coen
==> picture [299 x 333] intentionally omitted <==
COMPANY SECRETARY
Vicki Letcher Nicole Goding
REGISTERED OFFICE
Level 4 357 Collins Street Melbourne Victoria 3000
Tel: +61 3 9677 8888 Fax: +61 3 9677 8877 www.servicestream.com.au
BANKERS
Australia & New Zealand Banking Group HSBC Bank Australia Limited
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067
Tel: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Fax: +61 3 9473 2500
AUDITORS
PricewaterhouseCoopers
==> picture [186 x 60] intentionally omitted <==
Lodge your vote:
==> picture [19 x 14] intentionally omitted <==
----- Start of picture text -----
----- End of picture text -----
Online:
www.investorvote.com.au
ABN 46 072 369 870
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
SSM
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
XX
Vote online
-
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
-
• Follow the instructions on the secure website to vote.
Your access information that you will need to vote:
Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
==> picture [91 x 92] intentionally omitted <==
For your vote to be effective it must be received by 11.00am (AEDT) on Monday 18 March 2019
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite 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.
A proxy need not be a securityholder of the Company.
Signing Instructions for Postal Forms
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE, or turn over to complete the form
Samples/000001/000001/i12
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
==> picture [18 x 18] intentionally omitted <==
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
Appoint a Proxy to Vote on Your Behalf
I 9999999999 I ND
==> picture [21 x 21] intentionally omitted <==
to indicate your directions
XX
I/We being a member/s of Service Stream Limited hereby appoint
==> picture [21 x 21] intentionally omitted <==
the Chairman of the Meeting
OR
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 Extraordinary General Meeting of Service Stream Limited to be held at Level 4, 357 Collins St, Melbourne VIC 3000 on Wednesday, 20 March 2019 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.
Item of Business PLEASE NOTE: If you mark the Abstain box for the 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.
Resolution 1 Approval of Financial Assistance
The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.
==> picture [532 x 100] intentionally omitted <==
----- Start of picture text -----
SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
----- End of picture text -----
S S M
2 4 7 0 4 3 A