Slovar Limited — AGM Information 2015

Oct 26, 2015

MONEY3 CORPORATION LIMITED
ABN 63 117 296 143

ANNUAL GENERAL MEETING

The Annual General Meeting of the Company to be held at 11.00am
(AEDT) on 30th November 2015 at

Money3
Level 1
40 Graduate Road
Bundoora
Victoria 3083

money3

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Money3 Corporation Limited

ABN 63 117 296 143

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the members of Money3 Corporation Limited (the Company) will be held at Money3, Level 1 40 Graduate Road Bundoora, Victoria 3083 on 30 November 2015 at 11.00am (AEDT).

Please note that additional information concerning the proposed resolutions is contained in the Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting.

General Business

1. Resolution 1 – Financial Statements and Reports

To receive the Financial Statements for Money3 Corporation Limited for the year ended 30 June 2015, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

You may download a copy of the Annual Report from our website: www.money3.com.au

1. Resolution 2 – Re-election of Kang Tan as Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Kang Tan having retired by rotation in accordance with clause 79(4) of the Company's Constitution, being eligible and having offered himself for re-election in accordance with clause 79(5) of the Company's Constitution, be re-elected as a Director of the Company."

1. Resolution 3 – Re-election of Miles Hampton as Director

To consider and, if thought fit, pass the following as an ordinary resolution:

"That Miles Hampton having retired by rotation in accordance with clause 79(4) of the Company's Constitution, being eligible and having offered himself for re-election in accordance with clause 79(5) of the Company's Constitution, be re-elected as a Director of the Company."

1. Resolution 4 – Election of Robert Bryant as Director

To consider and, if thought fit, pass the following as an ordinary resolution:

"That Robert Bryant, having nominated himself as a candidate and having consented to act as a Director, be elected as a Director of the Company."

1. Resolution 5 – Approval of the new Employee Equity Plan (EEP) for the purposes of ASX Listing Rule 7.2

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

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

1. Resolution 6 – Approval of the Exempt Employee Share Plan (EESP) for the purposes of ASX Listing Rule 7.2

To consider and, if thought fit, pass the following resolution as 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 Exempt Employee Share Plan (EESP) as an exception to the requirement to obtain shareholder approval under ASX Listing Rule 7.1".

1. Resolution 7 – Directors Remuneration

To consider and, if thought fit, pass the following as an ordinary resolution:

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"That approval be given for the purpose of ASX Listing Rule 10.17 and for all other purposes to increase the maximum annual remuneration for all Non-Executive Directors by $100,000 from $400,000 to $500,000 and such remuneration be divided amongst the Non-Executive Directors in fixed sums in such proportions and manner as the Directors may determine from time to time."

8. Resolution 8 – Remuneration Report

To consider and, if thought fit, pass the following as an ordinary resolution:

"That the remuneration report section of the Director's Report for the Company for the year ended 30 June 2015 be adopted."

Information on the remuneration report can be found on pages 17 to 23 of the 2015 Annual Report to Shareholders.

9. Other Business

To consider any other business that may legally be brought forward.

Voting exclusions

In accordance with ASX Listing Rule 14.11.1:

(a) in respect of Resolutions 5 and 6, the Company will disregard votes cast by a Director of the Company (except one who is ineligible to participate in any employee incentive) and any associates of those Directors; and
(b) in respect of Resolution 7, the Company will disregard any votes cast by a Director of the Company and any of their associates,

However, in respect of each of the above resolutions, the Company need not disregard any such votes if:

(c) it is cast by any person referred to above as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
(d) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Additional notes for Resolution 8

Advisory vote

Section 250R(2) of the Corporations Act 2001 (Cth) requires the Shareholders to vote on an advisory resolution that the Remuneration Report be adopted.

The Remuneration Report details the remuneration policies for the Company and reports the remuneration arrangements for Directors and Key Management Personnel (identified for the purposes of the Accounting Standards). The Remuneration Report is set out on pages 17 to 23 of the 2015 Annual Report to Shareholders.

The vote on this Resolution is advisory only, and does not bind the Directors or the Company. The Board will however consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies. Under the Corporations Act 2001, if 25% or more of votes that are cast at the meeting are voted against the adoption of the Remuneration Report at two consecutive AGM's, Shareholders will be required to vote at the second of those AGMs on a resolution (Spill Resolution) that another meeting be held within 90 days at which all of the Company's Directors (other than any Managing Director) must go up for re-election.

Shareholders will recall that not more than 25% of the votes cast were cast against the 'remuneration resolution' at the 2014 AGM and therefore, there will be no requirement at this AGM for a Spill Resolution.

The Chair will give Shareholders a reasonable opportunity to ask questions about or make comments on the Report.

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Voting restrictions

Key Management Personnel (KMP) and their closely related parties are not permitted to vote on this Resolution. KMPs of the Company are the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's KMPs for the financial year ending 30 June 2015. 'Closely related parties' are defined in the Corporations Act 2001, and include certain of their family members, dependents and companies they control.

However, a KMP may cast a proxy where the proxy specifies in writing how the KMP is to vote (except proxies cast on behalf of another KMP). The Chair is permitted to vote undirected proxies where the shareholder expressly authorises the chair to exercise the proxy.

Accordingly, if you have appointed the Chair as your proxy you must either direct the Chair how to vote or you must tick the box on the proxy form expressly authorising the Chair to vote undirected proxies notwithstanding that the Chair or KMP may benefit.

If you do not direct the Chair how to vote or you do not mark the box authorising the Chair to vote undirected proxies, you expressly authorise the Chair to cast your votes in favour of Resolution 8.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 8 by marking either "For", "Against" or "Abstain" on the Voting Form for that item of business.

The Board encourages you to direct your proxy how to vote on this resolution. The Chairman intends to vote undirected proxies in favour of this resolution.

By Order of the Board:

Craig Harris
CFO & Company Secretary
Melbourne,
26 October 2015

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Money3 Corporation Limited

ABN 63 117 296 143

Notice of Annual General Meeting Explanatory Notes

These Explanatory Notes have been prepared to provide members with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting (AGM) of the Company (Notice) concerning the meeting to be held at 11.00am on 30 November 2015 at Money3, Level 1 40 Graduate Road Bundoora, Victoria 3083.

1. Resolution 1 – Financial Statements and Reports

This resolution is self-explanatory. In accordance with the Corporations Act, shareholders will be given the opportunity to raise questions on the Financial Statements and Reports, and on the performance of the Company generally. During the discussion of this item, the Company's auditors will be present and will answer qualifying questions.

Written questions for the auditor

If you would like to submit a written question to the Company's auditor, please post your question to the Company Secretary or fax it to 03 9093 8227. Written questions must relate to the content of the auditor's report to be considered at the Annual General Meeting or the conduct of the audit. A list of qualifying questions will be addressed at the Annual General Meeting.

Please note that all questions must be received at least five business days before the Annual General Meeting, which is by no later than 5 pm, 23rd November 2015.

Shareholders should note that the Financial Statements and Reports will be received in the form presented. It is not the purpose and there is no requirement either in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the Directors' Report or the Auditor's Report of the meeting or that the Financial Statements and Reports be accepted, rejected or modified in any way.

The Directors, recommend that Shareholders vote in favour of Resolution 1.

2. Resolution 2 – Re-election of Kang Tan as Director

Kang Hong Tan retires by rotation and being eligible, offers himself for re-election.

Kang has been a member of the Institute of Chartered Accountants in England and Wales since 1983, and the National Institute of Accountants in Australia since 1998. Kang spent 10 years as an Accountant with La Trobe University Union and spent 7 years as an owner operator of a Pizza Haven franchise in Thornbury, Victoria. Before coming to Australia, Kang was the Group Financial Controller of Tanming Corporation Berhad for 4 years.

Further information about Mr Tan may be found on page 13 of the Annual Report to Shareholders.

The Directors, other than Mr Tan who abstains, recommend that Shareholders vote in favour of Resolution 2.

3. Resolution 3 – Re-election of Miles Hampton as Director

Miles Hampton retires by rotation and being eligible, offers himself for re-election.

Mr Hampton had a successful career as Managing Director of ASX listed agribusiness & real estate company Roberts Limited, a position he held for twenty years. A qualified accountant and company secretary, subsequent to leaving Roberts in 2006 he has worked as a Non-Executive Director across a range of companies in diverse industries.

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Mr Hampton is currently Chairman of ASX listed financial services company MyState Limited, having joined the board in 2009 following the merger of Tasmanian Perpetual Trustees Limited and Credit Union MyState Financial. Mr Hampton has been a director of a number of public and private companies, including Australian Pharmaceutical Industries Ltd, Forestry Tasmania, The Van Diemen's Land Company and Impact Fertilisers. He is currently Chairman of TasWater, and ASX listed MyState Limited.

Mr Hampton has previously been a director of public companies Ruralco Holdings Ltd, Australian Pharmaceutical Industries Ltd, Wentworth Holdings Ltd, HMA Ltd and Gibsons Ltd and was a Director of Impact Fertilisers Pty Ltd and Chairman of Forestry Tasmania and Hobart Water.

Further information about Mr Hampton may be found on page 14 of the Annual Report to Shareholders.

The Directors, other than Mr Hampton who abstains, recommend that Shareholders vote in favour of Resolution 3.

4. Resolution 4 – Election of Robert Bryant as Director

Mr Robert Bryant is seeking election as a Director of the Company. In accordance with Section 249P of the Corporations Act 2001 (Cth), Mr Bryant has requested that his statement be distributed to Shareholders. Accordingly, the statement is attached to this Notice at Annexure A.

The Directors, other than Mr Tan who abstains, recommend that Shareholders vote against Resolution 4

The reasons are detailed below:

The board dismissed Mr Bryant as managing director in July 2015 when the directors resolved that they no longer had confidence that he was the right person to lead the business.

Mr Bryant has expressed interest in purchasing the unsecured business of the company. In the event that the board determine to initiate a sale process, the board will give Mr Bryant the opportunity to purchase the business. In this circumstance it is inappropriate Mr Bryant be appointed a director.

5. Resolution 5 – Approval of the new Employee Equity Plan (EEP) pursuant to ASX Listing Rule 7.2

(a) Background

On 21 October 2015 the Board adopted a new Employee Equity Plan (EEP). The EEP replaces the old Employee Share Option Plan (ESOP) which was last approved by Shareholders at the 2012 AGM (Superseded ESOP). The EEP was adopted by the Board to ensure it meets the Australian Taxation law requirements in terms of deferred taxation and to adopt the requirements of ASIC Class Order 14/1000 (Class Order).

(b) Overview of the EEP

The key terms of the EEP are:

• an invitation to participate in the EEP is at the discretion of the Board;
• an invitation may invite an Eligible Participant to accept an offer of a Right or Option;
• a Right under the EEP refers to a right to acquire a Share, whilst an Option refers to the right to acquire a Share on payment of the 'exercise price';
• an invitation must set out the number of Rights or Options being granted, the exercise dates and exercise price, together with exercise rights including the number of underlying securities that may be 'Awarded' to an Eligible Participant.

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• the exercise price:
• of a Right is nil; and
• of an Option, is the amount determined by the Board.
• to the extent that an issue of a security is tied to a performance hurdle, the performance hurdle is to be determined by the Board.

Furthermore, the EEP has adopted ASIC Class Order 14/1000 which provides for, amongst other things:

(a) an expansion of the definition of Eligible Participant by including ‘Casual Employees’ and ‘Prospective Participants’. For the purposes of the Class Order:
- a ‘Casual Employee’ is an individual who is or might reasonably be expected to be engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position; and
- a ‘Prospective Participant’ means a person to whom the offer (of securities) is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming an Eligible Employee; and

(b) to set the maximum total number of Shares that can be issued under the EEP at 5% of the Company’s share capital issued during the previous 3 year period. Previously the 5% limit referred to issues in the previous 5 years.

A copy of the amended EEP rules is available to members on request from the Company Secretary

(c) Purpose of Resolution

ASX Listing Rule 7.1 prohibits a listed Company from issuing or agreeing to issue more than 15% of its issued capital in a 12 month period without shareholder approval (15% Limit), unless an exception applies.

ASX Listing Rule 7.2, Exception 9, allows for the issue of shares to employees without Shareholder approval where the issue is pursuant to an employee incentive scheme and the Shareholders have approved the issue of securities under that scheme as an exception to ASX Listing Rule 7.1.

If passed this resolution will allow the Company to issue securities to employees under the EEP without seeking Shareholder approval.

Issues of securities to related parties under the EEP will still require Shareholder approval under ASX Listing Rule 10.14.

As this is a new Plan, there have been no issues under the EEP.

The Company’s Remuneration Report sets out the Company’s policies in respect to remuneration and the way in which it uses the EEP to achieve those policy objectives.

The Directors recommend that Shareholders vote in favour of Resolution 5.

1. Resolution 6 – Approval of the Exempt Employee Share Plan (EESP) pursuant to ASX Listing Rule 7.2

(a) Key terms of the EESP

The Company adopted the Exempt Employee Share Plan (EESP) in 2008 to encourage employees to achieve performance targets of the Company and/or their respective business units.

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The EESP operates independently of the EEP discussed above.

The EESP allows employees to acquire up to $1,000 of fully paid ordinary shares in a 12 month period. The EESP is administered by the Directors, and selected employees and Directors of the Company are eligible to participate in the EESP at the absolute discretion of the Board.

As at the date of the notice 346,060 shares have been issued under the EESP.

The EESP does not contemplate any loans being given to employees.

Employees are restricted from dealing in shares issued pursuant to the EESP until the earlier of 3 years after their issue, and the date they cease to be an employee.

The issue price of a Share is a market price mechanism.

(b) Purpose of Resolution

ASX Listing Rule 7.1 prohibits a listed Company from issuing or agreeing to issue more than 15% of its issued capital in a 12 month period without shareholder approval (15% Limit), unless an exception applies.

ASX Listing Rule 7.2, Exception 9, allows for the issue of shares to employees without Shareholder approval where the issue is pursuant to an employee incentive scheme and the Shareholders have approved the issue of securities under that scheme as an exception to ASX Listing Rule 7.1.

If passed this resolution will allow the Company to issue securities to employees under the EESP without first seeking Shareholder approval.

Issues of securities to related parties under the EESP will still require Shareholder approval under ASX Listing Rule 10.14.

The Directors recommend that Shareholders vote in favour of Resolution 6.

7. Resolution 7 – Increase in Director’s Remuneration

It is a requirement of ASX listing rule 10.17 that Shareholder approval by obtained for any increase in the total amount of remuneration payable to Non-Executive Directors. The Non-Executive Directors are paid fixed fees in accordance with a determination of the Board but within an aggregate limit fixed by the Shareholders. The last time the Shareholders agreed to increase the non-executive remuneration was at the November 2014 AGM.

The Board is seeking to increase the aggregate remuneration to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to Shareholders.

This resolution seeks to increase the maximum annual remuneration for all Non-Executive Directors by $100,000 from $400,000 to $500,000

Shareholders are advised that no securities have been issued to Non-Executive Directors under ASX listing rules 10.11 or 10.14 within the last 3 years.

Given the interests of the Non-Executive Directors in this item, the Board as a whole makes no recommendation.

8. Resolution 8 – Remuneration Report

Section 250R(2) of the Corporations Act 2001 (Cth) requires a resolution that the remuneration report be adopted be put to a vote at the listed company's annual general meeting. The vote is advisory only and does not bind the Directors or the Company.

The Remuneration Report, which forms part of the Directors' Report, is set out on pages 17 to 23 of the 2015 Annual Report and can be found on the Company website at www.money3.com.au.

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Proxy and Further Information

The Board of Directors are not aware of any other information which is relevant to the consideration by members of the proposed resolutions which are detailed in the Notice.

In accordance with the Corporations Act 2001 (Cth), a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person according to the Register of Members at 11:00am on 28th November 2015.

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies. The Proxy Form to be used is to be read in conjunction with, and accompanies this notice of meeting.

A proxy need not be a member of the Company. The proxy form must be signed by the member or the member's attorney. Proxies given by corporations must be executed by the corporation in accordance with section 250D the Corporations Act 2001 (Cth). Where a proxy is appointed by a member's attorney, the power of attorney together with evidence of non-revocation must be lodged with the proxy form. Further terms relating to the use of the proxy are described on the accompanying Proxy Form.

A member may choose whether or not to direct the proxy to vote. If the member does not direct the proxy how to vote on each resolution, the proxy may vote as the proxy sees fit on the resolutions for which the proxy is not directed. A member who is entitled to cast two or more votes may appoint two proxies, and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes of the member.

To be valid, proxies must be received by the Company,

(a) by mail to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235;
(b) online at www.linkmarketservices.com.au or
(c) by successful facsimile transmission on: (02) 9287 0309 or
(d) hand delivered to Link Market Services Limited, Level 12, 680 George Street, Sydney, NSW, 2000

no later than 48 hours prior to the commencement of the Annual General Meeting.

Prior to making any decision, members may wish to seek advice from their own independent financial adviser or stockbroker as to the effect of the proposed resolutions.

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ANNEXURE A

SECTION 249P STATEMENT TO MEMBERS

Statement of Robert Bryant

I am well known to Money3 shareholders being an original founding shareholder and IPO board member.

I left the MNY Board and resigned as CEO in June 2015 but I still feel I have a lot to contribute to the MNY Board in a non-executive capacity.

While I did requisition for a change in MNY Board composition in September this year, that was unsuccessful.

However, I still feel I can work with the current MNY Board and therefore have nominated for consideration at this annual general meeting.

I support the current MNY executive team and I am only seeking appointment as a director in a non-executive capacity.

There are challenging times ahead particularly from a regulatory viewpoint and I have a depth of knowledge of the regulatory environment.

I also feel I have a depth of understanding of the day to day MNY business operations and I can contribute in a meaningful manner to MNY Board deliberations.

I would represent all shareholders at the MNY Board level and work in a constructive manner to deliver value for all stakeholders.