Slovar Limited — AGM Information 2012

Nov 13, 2012

money3

MONEY3 CORPORATION LIMITED

GENERAL MEETING PROCEDURES

14 NOVEMBER 2012

1. It is now 11 o'clock and I declare this Annual General Meeting of Shareholders open and welcome all shareholders and observers.

2. I would draw your attention to the attendance register and ask of you to please ensure that you sign it if you haven't already done so.

3. No apologies have been received.

4. I will ask all those to note that the shareholders' register is available for inspection and that a summary of proxies affecting today's resolutions are tabled and also available for inspection.

I advise that a quorum is present.

1. Now the formal matters have been attended to, I will introduce myself. My name is Geoffrey Sam and I have the privilege of being your Chairman for this meeting. I would also take the opportunity to introduce my fellow Directors Rob Bryant, Scott Baldwin, Christopher Baldwin, Bettina Evert and Kang Tan. I would also like to introduce the Company Secretary Craig Harris. Also present is our audit partner from PKF Mr Richard Dean.

2. We will now move on to the business of today's meeting. Before I put the resolutions formally, I will announce details of the proxies which have been received and recorded by the company's share registry

	Detail	For	Against	Total Valid Votes	Abstain
Resolution 2	Re-election of Bettina Evert	11,312,767	5,529	11,318,296	0
		99.95%	.05%
Resolution 3	Re-election of Christopher Baldwin	11,177,363	5,529	11,182,892	135,404
		99.95%	.05%
Resolution 4	Ratification of shares issue under a placement to professional and sophisticated investors	11,201,980	113,688	11,315,648	2,648
		98.99%	1.01%

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Resolution 5	Shareholder approval to issue up to a further 10% of issued capital during the next 12 months	10,837,968	312,064	11,150,032	138,586
		97.21%	2.80%
Resolution 6	Approval of the issue of securities pursuant to the Employee Share option Plan (ESOP)	7,543,999	60,427	7,604,426	135,404
		99.21%	0.79%
Resolution 7	Approval of the issue of securities under the Exempt Employee Share Plan (EESP)	7,331,803	60,427	7,392,230	135,404
		99.18%	0.82%
Resolution 8	Issue of Options to Scott Baldwin	10,742,058	470,323	11,212,381	3,248
		95.81%	4.19%
Resolution 9	Changes to the constitution	11,269,089	19,529	11,288,618	29,678
		99.83%	0.17%
Resolution 10	Remuneration Report	4,976,642	166,832	5,143,474	3,610,000
		96.76%	3.24%

• For Resolution 2 to 10 Open Useable Proxies that have instructed the Chairman to vote on their behalf and have been voted in favour of the resolution.

• Notice of Meeting.

The Notice of Meeting containing the motion to put today has been sent to Money3 Corporation Limited shareholders. Would a Money3 shareholder please move that the Notice of Meeting to be taken as read?

Will someone move the resolution as put?

Moved __Hugh Robertson___

Seconded __Dennis McClusky___

Would those in favour please raise your hand.

Against?

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I declare the motion carried.

8. Resolutions

I will now read Resolution No. 1 which is an Ordinary Resolution:

“To receive the Financial Statements for Money3 Corporation Limited for the year ended 30 June 2012 together with the Director’s Report and the Auditor’s Report as set out in the Annual Report.”

Are there questions or comments in relation to the resolution?

If there are no further questions I move that we receive the Financial Statements for Money3 Corporation Limited for the year ended 30 June 2012 together with the Director’s Report and the Auditor’s Report.

Moved ☐ Hugh Robertson

Seconded ☐ Geoff Thomas

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 2 which is an Ordinary Resolution:

“That Bettina Evert who retires by rotation in accordance with rule 79(4) of the Company’s constitution and, being eligible, stands for re-election, be re-elected as a director of the Company.”

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved ☐ Hugh Robertson

Seconded ☐ Dennis McClusky

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 3 which is an Ordinary Resolution:

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"That Christopher James Baldwin who retires by rotation in accordance with rule 79(4) of the Company's constitution and, being eligible, stands for re-election, be re-elected as a director of the Company."

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved __Hugh Robertson______

Seconded __Dennis McClusky______

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 4 which is an Ordinary Resolution:

"For the purpose of ASX Listing Rule 7.4, the Shareholders grant subsequent approval for the issue of 5,263,158 fully paid ordinary shares which were issued to professional and sophisticated investors pursuant to a placement undertaken in May 2012 to raise funds to meet ongoing working capital requirements and the expansion of the Company's Finance Division."

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved __Dennis McClusky______

Seconded __Hwea Tan______

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 5 which is an Ordinary Resolution:

"That the Shareholders approve, for the purposes of ASX Listing Rule 7.1A, the issue of up to 10% of the Company's issued capital for the purposes set out in the explanatory memorandum forming part of this notice of meeting."

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved __Chris Baldwin______

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Seconded __ Bettina Evert __

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 6 which is an Ordinary Resolution:

"That for the purposes of ASX Listing Rule 7.2, Exception 9, the Shareholders approve the issue of options under the Company's Employee Share Option Plan (ESOP) as an exception to the requirement to obtain shareholder approval under ASX Listing Rule 7.1".

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved __ Hugh Robertson __

Seconded __ Dennis McClusky __

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 7 which is an Ordinary Resolution:

"That for the purposes of ASX Listing Rule 7.2, Exception 9, the Shareholders approve the issue of shares under the Company's Exempt Employee Share Plan (EESP) as an exception to the requirement to obtain shareholder approval under ASX Listing Rule 7.1".

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved __ Hugh Robertson __

Seconded __ Dennis McClusky __

Would those in favour please raise your hand.

Against?

I declare the motion carried.

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I will now read Resolution No. 8 which is an Ordinary Resolution:

"That for the purposes of ASX Listing Rule 10.14, the Shareholders approve the issue to Mr Scott Baldwin of 1,000,000 free options, each with an exercise price of $0.50".

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved _Dennis McClusky______

Seconded _Hugh Robertson______

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 9 which is an Ordinary Resolution:

"That for the purpose of section 136 of the Corporations Act and for all other purposes, that the Constitution of the Company be amended with immediate effect by deleting clause 113(1) in its entirety and inserting in lieu thereof:

"113(1) Subject to the Act and to any special rights or restrictions attaching to any Shares, the Directors may resolve to declare and pay any dividend they deem appropriate".

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved _Hugh Robertson______

Seconded _Dennis McClusky______

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I will now read Resolution No. 10 which is an Ordinary Resolution:

Voting restriction in relation to this resolution:

In Accordance with Section 250R (4) of the Corporations Act (which came into effect on 1 July 2011) the company will disregard any votes cast on this resolution by:

a) A member of the Key Management Personnel (KMP Member) as disclosed in the Remuneration Report; and

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b) A closely related party (such as close family members and any controlled entities) of those persons

However, KMP Members may cast a vote on the resolution if the KMP member does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a KMP member whose remuneration details are included in the remuneration report.

Section 250BD of the Corporations Act prevents KMP Members and their closely related parties, including the Chair of the meeting, from voting undirected proxies on this resolution.

If the Chairman of the Meeting is appointed as your proxy and you do not provide a voting direction, you are expressly authorising the Chairman of the Meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Accordingly, if you appoint the Chairman, any Directors or other KMP Members (or their closely related parties) as proxy and you have not directed the proxy how to vote, your vote will not count for this resolution.

"That the remuneration report of the Company presented at the meeting and signed by the chair for the purposes of identification be received and adopted."

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved __Hugh Robertson______

Seconded __Dennis McClusky______

Would those in favour please raise your hand.

Against?

I declare the motion carried.

I now have the pleasure in declaring that all of the resolutions have been carried.

I now officially declare the meeting closed at 11.18 am and thank you for your attendance today.

Now the formal part of the meeting is concluded we would now like to bring you up to date on progresses at Money3. This is very informal and you are most welcome to ask questions. I will now pass over to our Executive Director Rob Bryant.