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Slovar Limited AGM Information 2022
17773_rns_2022-10-13_c4afc284-c5b2-441b-85b1-eeed65e178f3.pdf
AGM Information
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money3
Dear Shareholder
Money3 Corporation Limited (ASX: MNY) hereby advises that its 2022 Annual General Meeting (AGM) of Shareholders will be held:
Date: Wednesday 16th November 2022
Time: 1pm
Venue: Uni Hill Conference Centre
30 Graduate Drive
Bundoora VIC 3083
Please note that there will be no facilities to participate in this year's AGM online.
The Notice of AGM is available electronically at https://investors.money3.com.au/
The Notice of AGM outlines the process for shareholders to ask questions and make comments at the AGM.
Additional shareholder information and company announcements are available on the Company's website: https://investors.money3.com.au/.
Terri Bakos
Company Secretary
Money3 Corporation Limited
Money3 Corporation Limited
ABN 63 117 296 143 Australian Credit Licence 389 782
Level 1, 40 Graduate Road, Bundoora VIC 3083
+61 3 9093 8255 | [email protected]
money3.com.au | [email protected]
money3
www.money3.com.au
ASSOCIATE
FINANCE & FINANCIAL
GO Car Finance
a company of
www.afs.com.au
www.gocar.co.nz
MONEY3 CORPORATION LIMITED
ABN 63 117 296 143
ANNUAL GENERAL MEETING 2022
The Annual General Meeting of the Company to be held at 1:00 pm
(AEDT) on Wednesday 16 November 2022
At
Uni Hill Conference Centre
30 Graduate Road, Bundoora VIC 3083
money3
money3
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 on 16 November 2022 at 1:00 PM (AEDT).
This year's Annual General Meeting will be held in person, for the first time in two years at:
Uni Hill Conference Centre
30 Graduate Road
Bundoora VIC 3083
As the Company's current Constitution does not adequately allow for the holding of Virtual or Hybrid Shareholder Meetings and there are no current Government restrictions in place preventing a Company from holding public gatherings as at the date of dispatch of this Notice of Annual General Meeting (Notice), the Company has deemed it appropriate to hold an ‘in person’ Annual General Meeting this year.
Please note that there will be no facilities to participate in this year’s Annual General Meeting online.
Whether you are attending the meeting in person or not, the Company encourages you to submit a directed proxy vote before the meeting so if for any reason you cannot attend, your vote will be counted. Shareholders can lodge their proxy online or complete and return a hard copy to our registry as outlined on the Proxy Form.
Shareholders can also ask questions before the meeting by logging on to their holding at www.linkmaketservices.com.au and selecting ‘Ask Question’ in the voting tab OR by sending questions to [email protected] no later than 1.00pm on Monday 14th November 2022.
Please note that additional information concerning the proposed Resolutions is contained in the Explanatory Memorandum. The Explanatory Memorandum and the Proxy Form attached to this Notice form part of this Notice.
The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company on Monday 14th November 2022 at 7.00 pm (AEDT).
This Notice contains ordinary resolutions and special resolutions. An ordinary resolution requires a simple majority of votes cast by Shareholders entitled to vote on the resolution including voting via proxies. A special resolution requires votes cast by at least 75% of Shareholders entitled to vote on the resolution, including voting via proxies, to vote in favour of the resolution.
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Business of Meeting
1. Financial Statements and Reports
To receive the Financial Statements for Money3 Corporation Limited for the year ended 30 June 2022, 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: https://investors.money3.com.au.
2. Resolution 1 – 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 2022 be adopted."
Information on the remuneration report can be found on pages 27 to 37 of the 2022 Annual Report to Shareholders.
3. Resolution 2 – Re-election of Stuart Robertson as Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Stuart Robertson 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."
4. Resolution 3 – Replacement of the Company's Constitution
To consider and, if thought fit, pass the following resolution as a special resolution:
"That, pursuant to Section 136 of the Corporations Act 2001 (Cth) the document entitled 'Constitution of Money3 Corporation Limited' to be tabled at the Annual General Meeting and signed by the Chairman for identification purposes, be adopted as the Constitution of the Company in substitution for the Historical Constitution of the Company with effect from the end of the meeting."
5. Resolution 4 – Takeover Approval Provisions in the Company's Constitution
To consider and, if thought fit, pass the following resolution as a special resolution:
"That, the Takeover Approval Provisions set out in Annexure A of the Explanatory Memorandum or where Resolution 3 is passed, Clauses 30 to 33 of the Replacement Constitution, requiring prior shareholder approval for a proportional takeover of the Company, be approved for a period of three years commencing from the date of the 2022 AGM, in accordance with Section 648G of the Corporations Act 2001."
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6. Resolution 5 – Change of Company Name to Solvar Limited
To consider and, if thought fit, pass the following resolution as a special resolution:
"That, for the purposes of Section 157 (1) of the Corporations Act 2001 (cth), the ASX Listing Rules and all other purposes, the Company's name be changed from Money3 Corporation Limited to Solvar Limited and that for the purposes of Section 126 (2) of the Corporations Act 2001 (Cth) and for all other purposes, all reference to Money3 Corporation Limited in the Company's Constitution be replaced with references to Solvar Limited with effect from the 7th December 2022"
7. Resolution 6 – Issue of Performance Rights to Scott Baldwin under Employee Equity Plan
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, pursuant to ASX Listing Rule 10.14, Section 200B of the Corporations Act 2001 (Cth) ("the Act") and all other purposes, Shareholders approve the issue of 456.668 Performance Rights to Mr Scott Baldwin under the Company's Employee Equity Plan ("EEP") together with the Accelerated Exercise Period in respect of those Performance Rights for the purposes of section 200B of the Act on the terms as set out in the EEP and explanatory memorandum."
8. Other Business
To consider any other business that may legally be brought forward.
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Voting Exclusions and Restrictions
Corporations Act
Advisory vote for Resolution 1
Section 250R(2) of the Corporations Act 2001 (Cth) ("the Act") requires 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 27 to 37 of the 2022 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 Act, 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 at the second of those AGM's to vote on an additional resolution ("Spill Resolution") that a further meeting be held within 90 days of the Spill Resolution. At that further meeting, 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 2021 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.
Voting restrictions & exclusion for Resolutions 1& 6
Resolutions 1 and 6
Key Management Personnel (KMP) and their closely related parties are not permitted to vote on these Resolutions. 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 2021. 'Closely related parties' are defined in the Corporations Act 2001 (Cth), 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 also 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 have appointed the Chair as your proxy and do not direct the Chair how to vote or you do not mark the box authorising the Chair to vote undirected proxies, the Chair will not cast your votes on Resolutions 1 & 6 and your votes will not be counted in calculating the required majority when a poll is called on this resolution.
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If you have appointed a KMP as your proxy and do not direct the KMP how to vote on Resolutions 1 and 6, your votes will not be counted in calculating the required majority when a poll is called on this Resolution.
ASX Listing Rules
Resolution 6
In accordance with ASX Listing Rule 14.11.1, the Company will disregard votes cast in favour of this resolution by or on behalf of:
- Any Director or person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is entitled to participate in the Company's Employee Share Plan; or
- An associate of any Director who is entitled to participate in the Company's Employee Share Plan.
However, this does not apply to a vote cast in favour of a Resolution by:
- A person as proxy or attorney for a person who is entitled to vote on the resolution in accordance with the directions given to the proxy or attorney to vote on the resolution in that way;
- 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 on the resolution as the chair decides; or
-
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
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
- The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
The Board encourages you to direct your proxy how to vote on all Resolutions. The Chairman intends to vote undirected proxies in favour of all Resolutions.
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolutions 1 & 6 by marking either "For", "Against" or "Abstain" on the Voting Form for that item of business.
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Entitlement to Vote
All items of business set out in the Notice will be decided by way of a Poll. On a poll, Shareholders have one vote for every fully paid ordinary share held, subject to voting restrictions above.
The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company on Monday 14th November 2022 at 7.00 pm (AEDT).
Attending the Annual General Meeting.
Shareholders and proxyholders attending the meeting will have the ability to ask questions during the AGM and vote on all resolutions on the day of the meeting.
However, the Company encourages all Shareholders and proxyholders, whether they are attending the meeting in person or not to send in questions and vote prior to the meeting.
Questions can be sent to:
The Company Secretary
Email: [email protected]
General Questions must be submitted no later than 1.00pm Monday 14th November 2022.
Questions for the Company's Auditor must be submitted no later than 1.00pm Wednesday 9th November 2022.
Proxy's can be lodged as detailed instructions below and on the Proxy Form.
Proxy's must be lodged no later than 1.00pm on Monday 14th November 2022 even if you plan to attend the meeting in person.
Proxy instructions and lodgement
The business of the Annual General Meeting affects your shareholding and your vote is important.
Prior to making any decision, Shareholders may wish to seek advice from their own independent financial adviser or stockbroker as to the effect of the proposed resolutions.
A Shareholder 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 Shareholder of the Company. The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed by the corporation in accordance with section 250D the Act. Where a proxy is appointed by a Shareholder'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.
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A Shareholder may choose whether or not to direct the proxy to vote. If the Shareholder 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 (subject to the special voting requirements for Resolutions 1 & 6). A member who is entitled to cast two or more votes may appoint two proxies, 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.
You may vote on the day of the meeting should you attend the meeting in person, however you are encouraged to vote prior to the meeting by completing and lodging your Proxy Form with the Company no later than 1.00 pm Monday 14 November 2022 (AEDT) (being no later than 48 hours before the meeting) by one of the following methods:
Online: Shareholders may lodge proxies online by visiting www.linkmarketservices.com.au.
Login into the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, Shareholders need their 'Holder Identifier' – Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
By Mail: Money3 Corporation Limited
C/- Link Market Services
Locked Bag A14
Sydney South NSW 1235
Australia
By Fax: +61 2 9287 0309
PLEASE NOTE THAT PROXY FORMS RECEIVED AFTER 1.00PM MONDAY 14TH NOVEMBER 2022 WILL BE CONSIDERED INVALID.
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Corporate Representatives
A Corporation may elect to appoint an individual to act as its representative in accordance with Section 250D of the Act in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Act to be provided. The certificate must be lodged with the Company or Link Market Services before the Annual General Meeting. The Company will retain the certificate. A copy of the certificate can be obtained from Link Market Services online at www.linkmarketservices.com.au.
By Order of the Board:
Terri Bakos
Company Secretary
Melbourne,
7 October 2022
money3
Money3 Corporation Limited
ABN 63 117 296 143
Notice of Annual General Meeting
Explanatory Memorandum
This Explanatory Memorandum has been prepared to provide Shareholders with sufficient information to reasonably 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 1:00 PM on Wednesday 16 November 2022 at Uni Hill Conference Centre, 30 Graduate Road, Bundoora Victoria 3083.
- Financial Statements and Reports
This agenda item is self-explanatory. In accordance with the 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 email to [email protected]. 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 relating to the Financial Statements must be received at least five business days before the Annual General Meeting, which is by no later than 1:00 PM, 9 November 2022.
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 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.
- Resolution 1 – Remuneration Report
Section 250R(2) of the Act requires a resolution that the Remuneration Report be adopted and put to a vote at the listed company's AGM. 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 27 to 37 of the 2022 Annual Report and can be found on the Company website at https://investors.money3.com.au.
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3. Resolution 2 – Re-election of Stuart Robertson as Director
Stuart Robertson was appointed a Non-Executive Director on the 29 January 2016.
Stuart has broad experience in business advisory, investment banking and platforms, alternative investments and funds management. He held senior roles at BT Funds Management, KBC Investments Limited and Zurich Financial Services in Australia, London and New York and is currently the head of private assets and distribution at Ellerston Capital Limited.
Stuart is a non-executive director of ASX listed company Praemium Limited (appointed 12 May 2017). Stuart is a Chartered Accountant, Fellow of FINSIA, Member of the Australian Institute of Company Directors and holds an MBA from the MGSM.
Mr Robertson and the Company believe that he has sufficient capacity to fulfil his duties and responsibilities to the Company.
Mr Robertson currently holds 953,323 Ordinary Shares in the Company.
The Directors, other than Mr Stuart Robertson who abstains, recommend that Shareholders vote in favour of Resolution 2.
4. Resolution 3 – Replacement of the Company’s Constitution
The Company’s Constitution was last amended on 14 November 2012 (Historical Constitution).
The Company recently conducted a review of its Historical Constitution in light of recent changes to the Corporations Act 2001 (Cth) (the Act), changes in corporate governance practices and pending changes to the ASX CHESS system. Due to the age of the Historical Constitution and quantity of changes required to reflect a constitution that is appropriate for a modern public company, the Company is seeking shareholder approval to adopt a new constitution (Replacement Constitution).
Under Section 136(2) of the Corporations Act 2001 (Cth) (the Act) a company may replace its Constitution by special resolution of shareholders.
A copy of the Historical Constitution and the Replacement Constitution can be found on the Company’s website at www.investors.money3.com.au.
The Company believes that the Replacement Constitution does not materially alter the rights of Shareholders.
Below is an overview of the main differences between the Historical Constitution and the Replacement Constitution:
- Inclusion of a takeover provisions clause (subject to the passing of Resolution 4).
- Use of electronic signatures as allowed for under the Act.
- Increase in the quantity of named registered shareholders.
- Ability to hold Virtual or Hybrid shareholder meetings.
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- Ability to deliver notices to shareholders electronically.
- Ability for the Company to adjourn a shareholder meeting for specific reasons, ie conducting a poll, shareholder safety or a disruption to the conduct of the meeting.
- Making specific reference to Direct Voting.
- Changes to how the Company will deal with low value unclaimed dividends. Ie donations to Charity.
- Increase in the quantity of directors that can be appointed to the Board.
This Resolution 3 is a special resolution that can only be passed if at least 75% of the total votes cast by the Shareholders entitled to vote on this resolution are voted in favour. If Shareholders vote in favour of this Resolution, the Replacement Constitution will operate from the date on which the special resolution is passed and will not affect the validity or acts or appointment under the Historical Constitution.
For completeness, should Resolution 5 be passed by Shareholders, the Replacement Constitution will refer to the name 'Solvar Limited' from 7 December 2022.
The Directors recommend that Shareholders vote in favour of Resolution 3.
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5. Resolution 4 – Takeover Approval Provision in the Constitution
Introduction
The Takeover Approval Provisions are set out in Annexure A to this Memorandum. The Takeover Approval Provisions are also set out in clauses 30 to 33 of the Replacement Constitution as part of Resolution 3. The purpose of the Takeover Approval Provisions is to allow for Shareholder approval in the event of proportional bids (Proportional Bid) for the Company's securities (Takeover Approval Provisions). Shareholders are able to resolve to include the Takeover Approval Provisions.
If Resolution 3 is not passed, subject to the passing of this Resolution 4, the Takeover Approved Provisions will be incorporated into the Historical Constitution as a plebiscite. If Resolution 3 is passed but this Resolution fails, the Takeover Approval Provisions will not be activated until Shareholder approval is obtained.
A Proportional Bid means an off-market bid for a specified proportion of the Company's securities held by each shareholder in a class for which a takeover bid has been made. It is not a bid for all securities held by all Shareholders of that class, rather, only a portion of the securities held by each Shareholder.
If adopted the Takeover Approval Provisions will lapse at the end of 3 years from the date of this Resolution, subject to the shareholders' rights to renew them in accordance with the Corporations Act.
In accordance with section 648G of the Act, the Company is required to provide the following additional information
The Effect of the proposed provisions
The inclusion of the Takeover Approval Provisions prohibits the Company from registering any transfer of shares giving effect to a contract of sale pursuant to a Proportional Bid (as defined above) unless and until the proposed transfer has been approved by Shareholders at a General Meeting of the Company (Approving Resolution). The Approving Resolution requires the approval of more than 50% of Shareholders who are entitled to vote at the meeting. A person making the offer for the securities (and their associates) cannot vote on the Approving Resolution. The only persons entitled to vote on the Approving Resolution are those who, as at the end of the day on which the first offer under a takeover bid was made, held securities in the 'bid class' in respect of which the offer was made.
If the Approving Resolution is:
(i) rejected by Shareholders, the bid will be deemed to be withdrawn and registration of any transfer of securities resulting from the Proportional Bid will be prohibited. Acceptances will be returned, and any contracts formed by acceptances will be rescinded; and
(ii) approved by Shareholders, transfers of securities to the bidder will be registered provided they comply with the other provision of the Constitution.
If no resolution is voted on at least 15 days before the close of the bid, then a resolution to approve the Proportional Bid will be deemed to have been passed.
The reasons for the proposed provisions
The Takeover Approval Provisions are proposed as the Board believes that Shareholders should have the right of consider whether to accept a bid for what might become control of the
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Company without shareholders having the opportunity to dispose of all of their securities (rather than just some of their securities, as would be the case under a Proportional Bid). The inclusion of the Takeover Approval Provisions will preserve this choice for Shareholders. With the inclusion of the Takeover Approved Provisions each Shareholder will have the right to make a separate decision whether that Shareholder wishes to accept the Proportional Bid for their own securities.
Knowledge of takeover proposals
As at the date of this Notice and Explanatory Memorandum, none of the Directors are aware of any proposal for any person to acquire (or increase the extent of) a substantial interest in the Company from its current level.
Advantages & disadvantages to of the proposed inclusion of the Takeover Approved Provisions for both directors and shareholders.
(a) Advantages
- The Directors will be able to assess Shareholder acceptance or otherwise of a Proportional Bid should one be made
- Bargaining of shareholders may be increased, and
- Gives Shareholders the ability to assess overall appetite for a takeover.
As stated above, the Takeover Approved Provisions will provide Shareholders with the choice of considering whether to accept a bid for what might become control of the Company without shareholders having the opportunity to dispose of all for their securities (rather than just some of their securities, as would be the case under a Proportional Bid). This should ensure that the terms of any future Proportional Bids are structured to be attractive to a majority of independent Shareholders. If the Constitution does not include the Takeover Approved Provisions, Shareholders will not have this opportunity.
(b) Disadvantages
- The inclusion of the Clauses may make Proportional Bids more difficult to succeed and therefore effectively discourage Proportional Bids being made and reduce the freedom for Shareholders to sell some of their securities; and
- Likelihood of a proportional takeover may be reduced.
The incorporation of the Takeover Approval Provisions is a special resolution that can only be passed if at least 75% of the total votes cast by the Shareholders entitled to vote on this resolution are voted in favour. If Shareholders vote in favour of this resolution, the Constitution (either the Historical or Replacement as the case may be) will operate from the date on which the special resolution is passed.
The Directors recommend that Shareholders vote in favour of Resolution 4.
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6. Resolution 5 – Change of Company Name
Over the past several years the Company and its subsidiaries (Group) has grown exponentially through acquisitions and organic growth in the automotive and personal lending space. The Group now trades under several brands: Money3, Automotive Financial Services and Go Car Finance, which will not change
Due to this growth and diversity of branding, the Board has decided that the corporate entity, Money3 Corporation needs a flagship brand that is separate to its trading brands and reflects the diversity and future of the Group. A flagship brand that solves a consumer's financing needs, no matter what they may be.
It is proposed that the Company change its name from Money3 Corporation Limited to 'Solvar Limited'. The Board has approved the change of name subject to the approval of shareholders.
The brand name Money3 will remain as the trading name of its operational subsidiary Money3 Loans Pty Ltd.
The change in name of Money3 Corporation Limited to Solvar Limited will not affect the status of the Company. However, the ASX trading code will change from MNY to SVR.
In accordance with Section 157 (2) of the Act, if a company wants to change its name, it must pass a special resolution adopting a new name. As this resolution is a special resolution, it requires approval by at least 75% of the total votes cast by the shareholders entitled to vote on this Resolution.
In accordance with Section 157 (3) of the Act, if shareholders approve the change of name, the change of name and change of ASX trading code will take effect from 7th December 2022.
The Company currently owns the business name Solvar.
The Directors recommend that Shareholders vote in favour of Resolution 5.
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7. Resolution 6 – Issue of Performance Rights to Scott Baldwin under Employee Equity Plan
7.1 Background
The Company continues to reward executives with competitive salary packages consisting of both cash and equity-based components.
The Company has negotiated the following salary package for Scott Baldwin, CEO and Managing Director for the 2023 financial year ("FY23").
| Component | Value of Allocation $ | Payment Method | % Allocation |
|---|---|---|---|
| Fixed Remuneration: | 600,000 | Cash | 34% |
| Potential Short-term Incentive (STI): | 600,000 | Cash | 33% |
| Potential Long-term Incentive (LTI): | 600,000* | Equity | 33% |
| Total Package: | 1,800,000 | 100% |
*Mr Baldwin has a right to receive up to 150% of this amount should the Company out-perform the Performance Hurdles during the LTI Performance Period.
The FY23 Total Package, inclusive of LTI component, is a 3.44% increase over the 2022 financial year ("FY22") Total Package offered to Mr Baldwin.
LTI Incentive Program
The LTI Program has been designed to align the recipients interests with those of Shareholders over the longer term. Performance Rights are issued under the Company's Company Equity Plan (EEP) and are subject to a 3-year vesting period (Performance Period). Vesting is subject to the Vesting Hurdles referred to below.
Once the Performance Period has ended the Board (having regard to the relevant hurdles) will determine the quantity of Performance Rights that will vest and the Performance Rights will convert to Ordinary Shares. No disposal restrictions will apply to the Ordinary Shares.
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LTI Program-Vesting Hurdles
The total quantity of Performance Rights to be issued under the LTI Program will be allocated between Composite TSR Hurdles and the EPS Hurdle as follows:
| Percentage of LTI Allocation (FY22) | |
|---|---|
| EPS Hurdle | 50% (EPS Allocation) |
| Composite TSR Hurdles | 50% (TSR Allocation) |
| 100% |
The Hurdles have been determined by the Board on recommendation of the Remuneration Committee (with Mr Baldwin recusing himself from deliberations and voting).
EPS Hurdle
The vesting of Mr Baldwin's total FY23 EPS Allocation is subject to the Company achieving an earnings per share (EPS) growth, using the Company's compound annual growth rate ("CAGR") over the Performance Period, as follows:
| CAGR | Payout as a % of EPS Allocation |
|---|---|
| Below 8% | Nil |
| 8% - 10% | 50% |
| 10% to 12.5% | 100% |
| Above 12.5% | 150% |
Should the CAGR exceed 12.5% over the Performance Period, Mr Baldwin is entitled to 150% of his total EPS Allocation. That is, he may receive up to 228,334 Ordinary Shares.
The CAGR will be calculated by compounding the Company's annual results over the Performance Period commencing with the annual results for the first year of the Performance Period.
The Company's earnings over a relevant period may be adjusted to take into consideration the impact of any significant abnormal event that materially impacted on the Company's performance over the relevant period. For example, a Takeover Bid event.
The Company's EPS CAGR for the Performance Period will be calculated and assessed by the Board.
Composite TSR Hurdles
The vesting of Mr Baldwin's total FY23 TSR Allocation is dependent on the Company's Composite TSR (total share return) performance, assessed against the Absolute TSR and Relative TSR variables over the Performance Period based on as follows:
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| Absolute TSR Growth | |||||
|---|---|---|---|---|---|
| <8% | 8% to 10% | 10% to 12.5% | >12.5% | ||
| Relative TSR | <25th percentile | Nil | 25% | 50% | 75% |
| 25th percentile | 25% | 50% | 75% | 100% | |
| 50th percentile | 50% | 75% | 100% | 125% | |
| 75th percentile | 75% | 100% | 125% | 150% |
Should the above combinations of Absolute and Relative TSR be achieved, Mr Baldwin is entitled up to 150% of his total TSR Allocation. That is, he may receive up to 228,334 Ordinary Shares.
Relative TSR
Relative TSR will be measured against the ASX 200 Financials Index ("AXFI or Index").
The Relative TSR of the Company and the Index will be expressed as a compound annual rate of return, comprised of:
(A) the change in share price of the Company over the Performance Period.
In determining the change in a Company's share price, the value of securities on the start date and the end date of the Performance Period will be based on the Volume Weighted Average Price ("VWAP") over the 20 trading days up to and including the relevant date. The VWAP on the end date of the Performance Period will be adjusted to take account of any stock splits or consolidations that occur during the Performance Period; and
(B) the value of all dividends and other Shareholder benefits paid or otherwise made available to Shareholders during the Performance Period determined on the basis that:
(1) the dividends and Shareholder benefits are reinvested in securities in the Company at the closing price of the securities on the date the dividend or Shareholder benefit was paid or otherwise made available to Shareholders of the Company; and
(2) franking credits are disregarded.
Absolute TSR
The Absolute TSR of the Company will be expressed as a compound annual rate of return, comprised of:
(A) the change in share price of the Company over the Performance Period.
In determining the change in a Company's share price, the value of securities on the start date and the end date of the Performance Period will be based on the Volume Weighted Average Price ("VWAP") over the 20 trading days up to and including the relevant date. The VWAP on the end date of the Performance Period will be adjusted to take account of any stock splits or consolidations that occur during the Performance Period; and
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(B) the value of all dividends and other Shareholder benefits paid or otherwise made available to Shareholders during the Performance Period determined on the basis that:
(1) the dividends and Shareholder benefits are reinvested in securities in the Company at the closing price of the securities on the date the dividend or Shareholder benefit was paid or otherwise made available to Shareholders of the Company; and
(2) franking credits are disregarded.
The Company's Compound TSR for the Performance Period will be calculated and assessed by the Board.
Other Conditions
Other than the EPS and TSR Hurdles, the Performance Rights are also subject to a tenure condition. Mr Baldwin must remain employed with the Company over the Performance Period for the Performance Rights to vest, subject to Board discretion, where approved under section 200B of the Corporations Act.
Section 200B of the Corporations Act 2001 (Cth)
Section 200B of the Act requires ordinary shareholder approval (in accordance with the special provisions of Section 200E of the Act), to rely on the exemption from the prohibition on a company giving a benefit in connection with a person's retirement from an office or position of employment in that company, where that person is, or was, in the three years prior to his or her retirement, in a managerial or executive office of the company.
The EEP allows the Board, in its discretion, to afford persons ceasing employment with the Company certain benefits under the EEP. The term "benefit" has a wide operation and includes the Board exercising its discretion to vest and allow Mr Baldwin to exercise the Performance Rights on termination of his employment ("Accelerated Exercise Period").
The granting of the Accelerated Exercise Period is considered a termination benefit under the Corporations Act.
Should Mr Baldwin cease employment with the Company prior to the end of the Performance Period, all unvested Performance Rights will immediately lapse unless the Board makes a determination that the Performance Rights have vested.
For a benefit under Section 200B of the Act to be allowed, Section 200E of the Act requires that this Notice provide Shareholders with either the value of the proposed benefits or, where the value of the proposed benefits cannot currently be ascertained, the manner in which the value of the proposed benefits is calculated, and the matter, events and circumstances that will, or are likely to, affect the calculation of the value. In deciding such matters, event and circumstances, the Board will take into consideration:
- The financial performance of the Company;
- The personal performance of Mr Baldwin;
- The number of years of service Mr Baldwin has provided to the Company;
- The circumstances in which Mr Baldwin terminates from the Company, ie his death, permanent incapacity, genuine redundancy, take-over;
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- The proportion of performance period served prior to termination date;
- Performance conditions achieved proportionally over the Performance Period.
The value of the termination benefits cannot be determined in advance. The Board has not determined whether it will exercise discretion to grant any Accelerated Exercise Period at this time or, in what circumstances such discretion will be exercised.
Shareholders should note the benefit is restricted to an acceleration of the vesting of the Performance Rights. It does not change the exercise price or the number of shares which are subject to the Performance Rights.
Accordingly, this Resolution seeks approval for the Accelerated Exercise Period for the purposes of section 200B of the Act.
The full terms of the Company EEP can be found on the Company's website at www.investors.money.com.au/corporate-governance.
However, a summary of the terms are detailed in paragraph 6.3(g) below.
7.2 ASX Listing Rule 10.14 and Corporations Act requirements
Shareholder approval is sought to allow the Company to issue Performance Rights (and subsequent Ordinary Shares) to Mr Baldwin under the ASX Listing Rules and the receipt of retirement benefits under the Corporations Act should a takeover, control or qualifying event occur in the future.
Under ASX Listing Rule 10.14, an entity cannot agree to issue securities to a Director under the Company's EEP without the approval of the holders of ordinary securities. If shareholder approval is obtained under Listing Rule 10.14, the issue of the performance rights to Mr Baldwin will not count towards the Company's capacity to issue equity securities under ASX Listing Rule 7.1. If this Resolution is passed, Mr Baldwin will be issued the Performance Rights. If this Resolution does not pass, Mr Baldwin will not be issued the Performance Rights.
The Board has determined that the issue of the Performance Rights in accordance with their terms is reasonable remuneration and accordingly, Shareholder approval for the related party provisions under Chapter 2E of the Corporations Act is not required
7.3 Notice requirements under ASX Listing Rule 10.14 and Section 200B of the Corporations Act 2001
It is a requirement of ASX Listing Rule 10.15 and Section 200E of the Act, that a listed entity seeking Shareholder approval under ASX Listing Rule 10.14 and Section 200B of the Act provide the following information:
(a) The name of the person
Scott Baldwin, who is the Managing Director of the Company and CEO.
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(b) Quantity of Performance Rights to be issued to Mr Baldwin
Should the Company outperform over the Performance Period, the maximum quantity of Performance Rights (and subsequent Ordinary Shares) that Mr Baldwin could potentially receive has been determined on the following basis:
Qty = $\begin{bmatrix} A \ --- \ B \end{bmatrix}$ X 150% (assuming over-performance)
A = Total maximum value of the LTI Allocation (excluding over-performance), being $600,000
B = Issue Price of Performance Rights, being $1.97
This equates to:
$600,000
x 150% = 456,668 Performance Rights (maximum Qty).
$1.97
As outlined above, 50% of this maximum quantity of Performance Rights will be subject to the EPS Hurdle and 50% subject to Composite TSR Hurdle.
(c) Price of issue:
The Performance Rights will be issued at $1.97 each.
This price has been calculated at the 30 day VWAP of the Company's share price as at 30 June 2022, being the day prior to the commencement of the Performance Period.
No cash will be paid for the Performance Rights.
(d) Date of issue:
The Performance Rights and resulting Ordinary Shares will be issued within 3 years of Shareholder approval at the Annual General Meeting. It is envisaged that the Performance Rights will be allocated no later than 31 December 2022 and the resulting Ordinary Shares will be issued at the conclusion of the performance period, but no later than 16 November 2025.
(e) Details of Mr Baldwin's total remuneration package
Mr Baldwin's Total Remuneration Package, inclusive of Superannuation is detailed above at paragraph 7.1
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(f) The number of securities that have previously been issued to Mr Baldwin under the scheme and the average acquisition price (if any) paid
274,538 Performance Rights with an issue price of $3.16 each have been issued to Mr Baldwin under the EEP since it was last approved by Shareholders at the 2021 Annual General Meeting. These rights were approved by Shareholders at the 2021 Annual General Meeting.
(g) A summary of the material terms of the scheme
| Eligible Persons | Director, officer, employee or contractor of a group company or who is otherwise an Eligible Participant under ASIC Class Order 14/1000 (Eligible Persons). The Plan has been expanded to ‘casual employees’ and prospective employees’ (see below). Participation in the Plan is voluntary.
The maximum total number of Shares that can be issued under the EEP (together with the Company’s Exempt Employee Share Plan) is 5% of the Company’s share capital issued during the previous 3-year period. |
| --- | --- |
| Invitation and Acceptance | Securities under the Plan include Shares, Options and Performance Rights (typically a right to acquire a Share without further payment).
The Board has the discretion to make invitations to Eligible Persons including determining the total number of awards being made available or the manner for determining that number. The Board may also determine:
• In respect of Plan Shares, the issue price and any other specific terms and conditions of issue; and
• in respect of Options, the exercise period, the exercise price and exercise conditions (if any).
No payment is due on the issue of an award under the Plan.
An invitation must comply with Class Order 14/1000 and may include a summary or copy of the Plan.
Securities issued under the Plan are not transferrable.
The Board may accept or reject an application at its discretion. |
| Options | Subject to any adjustment in the event of a bonus issue, rights issue or reconstruction of capital, each Option is an option to subscribe for one Share. Upon exercise of an Option by the participant, each Share issued will rank equally with other quoted fully paid shares of the Company.
Subject to satisfaction of any exercise conditions, an Option may be exercised by notice in writing and payment of exercise price. Options do not carry rights to participate in rights or bonus issues, unless it has been exercised and the Share issued prior to the record date.
A Share issued pursuant to an Option may be subject to a Restraint Period. |
| Capital Events | If there is a variation in the share capital of the Company including a capitalisation, rights issue, sub-division, consolidation, or a reduction of share capital, the Board may, subject to the applicable Listing Rules or the |
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| rules of any other relevant stock exchange, make such adjustments as it considers appropriate. In respect of Options, Options must be exercised and in respect of Performance Rights, that Right has vested. | |
|---|---|
| Performance Rights | The Board may issue Performance Rights at its discretion. A Performance Right confers an entitlement to be issued with 1 fully paid ordinary Share, at no cost to the holder. |
| Performance Rights are not transferable. | |
| A Share issued pursuant to a Performance Right may be subject to a Restriction Period. | |
| Lapse Awards | Any Options not vested in accordance with the Rules may not be exercised unless otherwise permitted by the Board. A Performance Right will lapse where the performance criteria has not been satisfied unless otherwise determined by the Board. Securities will automatically lapse in the event of fraud, breach of dishonesty or in certain circumstances where the participant ceases to be employed or where prescribed. |
| Administration | The Plan is administered by the Board. The Board may make regulations and determine procedures to administer and implement the Plan and may also terminate or suspend the operation of the Plan at its discretion. |
| Amendment | The Board may at any time amend the rules governing the operation of the Plan or waive or modify the application of the rules in relation to any participant. |
| However, the Board may not amend the rules in a way that would decrease a participant’s rights in respect of options acquired by them, other than amendments required to comply or conform to legislation or listing rules, to correct any manifest error or mistake or to take into account any possible adverse tax implications. | |
| Termination | The Plan may be terminated or suspended at any time by a resolution of the Board, provided the termination or suspension does not materially adversely affect the rights of persons holding shares or options issued under the plan at that time. |
(h) Terms of any loan in relation to the issue:
The Company will not issue any loan to Mr Baldwin to acquire these Performance Rights and resulting Ordinary Shares.
However, the Performance Rights will be issued to and held in the Company's EEP Trust for Mr Baldwin over the Performance Period.
Details of all securities issued under the EEP and a statement that approval for the issue of securities was obtained under ASX Listing Rule 10.14 will be published in each Annual Report of the Company for the period in which the relevant securities were granted.
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Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in the EPP after Resolution 6 is approved and who were not named in this Notice of Annual General Meeting will not be entitled to acquire securities under the EEP until approval is obtained under ASX Listing Rule 10.14.
Where approval is obtained under ASX Listing Rule 10.14, approval is not also required under ASX Listing Rule 7.1.
Please refer to the Voting Exclusion Statement for details of voting exclusions relating to this resolution.
The Director the subject of this Resolution, because of his interest, makes no recommendation in relation to this Resolution. All other Directors recommend that Shareholders vote in favour of this Resolution.
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Annexure A- Takeover Approval Provisions
Proportional takeover bids
1 Transfers not to be registered
Despite clauses [as applicable], a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid must not be registered unless an Approving Resolution to approve the Proportional Takeover Bid has been passed (Approving Resolution) or is taken to have been passed in accordance with clause [as applicable].
2 Approving Resolution
(a) Where offers have been made under a Proportional Takeover Bid, the Directors must:
(i) convene a meeting of the persons entitled to vote on the Approving Resolution for the purpose of considering and, if thought fit, passing a resolution to approve the Proportional Takeover Bid; and
(ii) ensure that the resolution is voted on in accordance with this clause [as applicable], before the Approving Resolution Deadline.
(b) The provisions of this Constitution relating to general meetings apply, with such modification as the circumstances require, to a meeting that is convened under clause [as applicable] as if that meeting were a general meeting of the Company.
(c) The bidder under a Proportional Takeover Bid and any associates of the bidder are not entitled to vote on the Approving Resolution and if they do vote, their votes must not be counted.
(d) Subject to clause [as applicable], a person who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held securities of the relevant class, is entitled to vote on the Approving Resolution relating to the Proportional Takeover Bid.
(e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(f) If an Approving Resolution has not been voted on in accordance with this clause [as applicable as at the end of the day before the Approving Resolution Deadline, an Approving Resolution will be taken to have been passed in accordance with this clause [as applicable] on the Approving Resolution Deadline.
3 Sunset
Clauses [as applicable], cease to have effect at the end of 3 years beginning:
(a) where those clauses have not been renewed in accordance with the Corporations Act, on the date that those clauses were adopted by the Company; or
(b) where those clauses have been renewed in accordance with the Corporations Act, on the date those clauses were last renewed.
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4 Definitions
These terms have the following meanings in clauses [as applicable]:
(a) Approving Resolution in relation to a Proportional Takeover Bid means a resolution to approve the Proportional Takeover Bid passed in accordance with clause [as applicable]
(b) Approving Resolution Deadline in relation to a Proportional Takeover Bid means the day that is 14 days before the last day of the bid period, during which the offers under the Proportional Takeover Bid remain open or a later day allowed by the Australian Securities and Investments Commission.
(c) Proportional Takeover Bid a takeover bid that is made or purports to be made under section 618(1)(b) of the Act in respect of securities included in a class of securities in the Company.
(d) Relevant Class in relation to a Proportional Takeover Bid, means the class of securities in the Company in respect of which offers are made under the Proportional Takeover Bid.
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MONEY3 CORPORATION LIMITED
ABN 63 117 296 143
LODGE YOUR VOTE
| ONLINE | https://investorcentre.linkgroup.com |
|---|---|
| BY MAIL | Money3 Corporation Limited |
| C/- Link Market Services Limited | |
| Locked Bag A14 | |
| Sydney South NSW 1235 Australia | |
| BY FAX | +61 2 9287 0309 |
| BY HAND | Link Market Services Limited |
| Parramatta Square, Level 22, Tower 6, | |
| 10 Darcy Street, Parramatta NSW 2150 | |
| ALL ENQUIRIES TO | Telephone: +61 1300 554 474 |
PROXY FORM
I/We being a member(s) of Money3 Corporation Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
☐ the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 1:00pm (AEDT) on Wednesday, 16 November 2022 at Uni Hill Conference Centre, 30 Graduate Road, Bundoora VIC 3083 (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolutions 1 & 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an ☐
| Resolutions | For | Against | Abstain* | For | Against | Abstain* |
|---|---|---|---|---|---|---|
| 1 Remuneration Report | ☐ | ☐ | ☐ | 5 Change of Company Name to Solvar Limited | ☐ | ☐ |
| 2 Re-election of Stuart Robertson as Director | ☐ | ☐ | ☐ | 6 Issue of Performance Rights to Scott Baldwin under Employee Equity Plan | ☐ | ☐ |
| 3 Replacement of the Company's Constitution | ☐ | ☐ | ☐ | ☐ | ☐ | |
| 4 Takeover Approval Provision in the Company's Constitution | ☐ | ☐ | ☐ | ☐ | ☐ |
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) |
|---|---|---|
| ☐ | ☐ | ☐ |
| Sole Director and Sole Company Secretary | Director/Company Secretary (Delete one) | Director |
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
MNY PRX2201C
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be received at [email protected] prior to the meeting in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm (AEDT) on Monday, 14 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
https://investorcentre.linkgroup.com
Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MAIL
Money3 Corporation Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to Link Market Services Limited*
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
- during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions
IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU.
THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.