Slovar Limited — AGM Information 2013

Apr 9, 2013

money3

MONEY3 CORPORATION LIMITED

GENERAL MEETING PROCEDURES

10 APRIL 2013

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.

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 1	Ratification of the issue of shares to professional and sophisticated investors under ASX Listing Rule 7.1 and 7.1A in November 2012	21,993,695	170,665	22,164,360	0
		99.23%	.77%

• For Resolution 1 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?

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money3

Will someone move the resolution as put?

Moved Bettina Evert

Seconded Hugh Robertson

Would those in favour please raise your hand.

Against?

I declare the motion carried.

8. Resolutions

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

1. Resolution 1 – Ratification of the issue of shares to professional and sophisticated investors under ASX Listing Rule 7.1 and 7.1A in November 2012

(a) Introduction

In November 2012, the Company issued 11,250,000 fully paid ordinary shares (Placement Shares) to professional and sophisticated investors as part of a private placement. Of those placement shares:

• 7,491,149 were issued without shareholder approval under Listing Rule 7.1; and
• 3,758,851 were issued under ASX Listing Rule 7.1A (being the ‘Additional Placement Capital’ approved by Shareholders at the 2012 Annual General Meeting).

As announced in the Appendix 3B dated 22 November 2012, the Company’s remaining issue capacity is:

(a) ASX Listing rule 7.1 - Nil

(b) ASX Listing rule 7.1A - 1,235,248 (noting that prior to the issue of the Placement Shares the Company had the capacity to issue up to 4,994,099 shares under the Additional Placement Capital facility).

This resolution seeks to ratify the issue of the entire Placement Shares.

(b) Purpose of resolution and listing rule 7.1 and 7.1A

ASX Listing Rule 7.1 prohibits a listed entity 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.

Pursuant to ASX Listing Rule 7.4, an issue of securities made without shareholder approval is deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 provided that the issue did not breach the 15% Limit and the company at a general meeting subsequently approves the issue.

At the 2012 Annual General Meeting (Resolution 5), the Company obtained Shareholder approval to issue up to 10% of its issued capital in addition to the 15% Limit available under ASX Listing Rule 7.1 (Additional Placement Capital).

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money3

ASX Listing Rule 7.4 allows the Company to seek subsequent approval for any shares issued under the Additional Placement Capital facility. The effect of this Resolution, if passed, will allow the Company to issue a further 10% of its issued capital under the Additional Placement Capital facility until the facility expires on 14 November 2013, being 12 months from the date the facility was approved by the Shareholders at the 2012 Annual General Meeting.

Shareholder ratification for the issue of the Placement Shares is now sought pursuant to ASX Listing Rule 7.4, to reinstate the Company's capacity to issue:

(a) up to 15% of its issued capital, if required, in the next 12 months without shareholder approval under ASX Listing Rule 7.1; and
(b) up a further 10% of its issued capital, if required between now and 14 November 2013 (being the facility expiry date) without Shareholder approval under ASX Listing Rule 7.1A.

(c) Notice requirements under listing rule 7.5

It is a requirement of ASX Listing Rule 7.5, that a listed entity seeking subsequent shareholder approval under listing rule 7.4 provide with the following information to Shareholders:

a) the total number of shares issued was 11,250,000;
b) the price at which the securities were issued was $0.40;
c) the terms and conditions of the Shares allotted and issued are identical to the Company's existing fully paid ordinary Shares;
d) the shares were issued to sophisticated and institutional customers of Investor First Pty Ltd
e) funds raised from the Placement were used for working capital and the expansion of the Company's branch network and Auto Finance Division.

Are there questions or comments in relation to the resolution?

Will someone move the resolution as put?

Moved ☐ Kang Tan ☐

Seconded ☐ Bettina Evert ☐

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 11.20 am and thank you for your attendance today.