13 October 2015

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Company Announcements

For Immediate Release

ASX Code: ONC

ONCARD INTERNATIONAL LIMITED (THE “COMPANY”)

NOTICE OF GENERAL MEETING DOCUMENTS

The Company hereby provides copies of documents related to the Company’s General Meeting which will be dispatched to shareholders today.

Included in the attachments are:

Notice of General Meeting and Explanatory Statement; and
Proxy Form.

Ends.

OnCard International Limited (ACN 084 800 902) Level 7, 330 Collins Street, Melbourne, Victoria, 3000 Australia GPO Box 2334 Melbourne, Victoria, 3001 Australia Tel: + 61 3 8689 9997 Fax + 61 3 9602 4709

OnCard International Limited ACN 084 800 902

Notice of general meeting

Notice is given that a general meeting of OnCard International Limited ( Company ) will be held at the offices of Norton Gledhill, Level 23, 459 Collins Street, Melbourne, Victoria, 3000 on 19 November 2015 at 10:00 am (Melbourne time).

Resolution 1 — issue of shares to Meander Valley sellers

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

That the issue of 1,666,667 fully paid ordinary shares in the Company on 17 September 2015 to Robin and Karen Dornauf as part of the consideration for the acquisition by the Company of the Meander Valley Dairy branded food products business, and otherwise on the terms summarised in the explanatory statement accompanying the notice of this meeting, be approved for the purpose of rule 7.4 of the ASX Listing Rules and for all other purposes.

Resolution 2 — issue of shares under share purchase plan

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

That:

(a) the issue of fully paid ordinary shares in the Company offered under the Company’s share purchase plan to eligible shareholders on the terms summarised in the explanatory statement accompanying the notice of this meeting; and
(b) the issue of any shortfall shares resulting from the offer (i.e. offered shares not taken up by eligible shareholders) within 3 months from the date of this meeting to any person or persons identified or selected by or on behalf of the Company at the same issue price offered under the share purchase plan offer;

be approved for the purpose of rule 7.1 of the ASX Listing Rules and for all other purposes.

Resolution 3 — issue of shares under placement offer

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

That the issue of up to 4,500,000 fully paid ordinary shares in the Company within 3 months from the date of this meeting that are offered under a placement offer that does not need disclosure under part 6D.2 of the Corporations Act 2001 (Cth) ( Corporations Act ) to any person or persons identified or selected by or on behalf of the Company at the issue price of $0.25 each, and otherwise on the terms summarised in the explanatory statement accompanying the notice of this meeting, to raise up to $1,125,000, be approved for the purpose of rule 7.1 of the ASX Listing Rules and for all other purposes.

Resolution 4 — approval of OnCard ESOP

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

That the Company’s employee share ownership plan 2015 ( OnCard ESOP ), the terms of which are summarised in the explanatory statement accompanying the notice of this meeting, and the issue of securities in the Company under the OnCard ESOP, be approved for the purposes of

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part 2J.2 and part 2J.3 of the Corporations Act 2001 (Cth) ( Corporations Act ), for the purpose of exception 9 of rule 7.2 of the ASX Listing Rules and for all other purposes.

Resolution 5 — acquisition of options by Rob Woolley

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

That:

(a) the acquisition by Rob Woolley (or his nominee) under the OnCard ESOP of 9,500,000 options comprising:
(1) 4,750,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.21; and
(2) 4,750,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.42;

with an exercise period for all options ending on 3 September 2019 and otherwise on the terms of the options as summarised in the explanatory statement accompanying the notice of this meeting; and

(b) the acquisition of the underlying shares following exercise of the options;

be approved as the giving of a financial benefit to a related party for the purpose of section 208 of the Corporations Act, for the purpose of rule 10.14 of the ASX Listing Rules and for all other purposes.

Resolution 6 — acquisition of options by Roger McBain

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

That:

(a) the acquisition by Roger McBain (or his nominee) under the OnCard ESOP of 2,500,000 options comprising:
(1) 1,250,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.21; and
(2) 1,250,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.42;

with an exercise period for all options ending on 3 September 2019 and otherwise on the terms of the options as summarised in the explanatory statement accompanying the notice of this meeting; and

(b) the acquisition of the underlying shares following exercise of the options;

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Resolution 7 — acquisition of options by Tony Robinson

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

That:

(a) the acquisition by Tony Robinson (or his nominee) under the OnCard ESOP of 1,500,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.21, with an exercise period ending on 3 September 2019 and otherwise on the terms of the options as summarised in the explanatory statement accompanying the notice of this meeting; and
(b) the acquisition of the underlying shares following exercise of the options;

Resolution 8 — acquisition of options by Tom Woolley

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

That:

(a) the acquisition by Tom Woolley (or his nominee) under the OnCard ESOP of 2,500,000 options comprising:
(1) 1,250,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.21; and
(2) 1,250,000 options for nil consideration, each of which entitles the holder to acquire 1 ordinary share in the Company at an exercise price of $0.42;

with an exercise period for all options ending on 3 September 2019 and otherwise on the terms of the options as summarised in the explanatory statement accompanying the notice of this meeting; and

(b) the acquisition of the underlying shares following exercise of the options;

Resolution 9 — modification of Company’s constitution

To consider and if thought fit pass the following resolution as a special resolution :

That the existing constitution of the Company be repealed and, in its place, a constitution in the form presented to the meeting, and signed by the chairman for the purpose of identification, be adopted as the Company’s new constitution, effective at the close of this meeting.

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Resolution 10 — change of Company’s name

To consider and if thought fit pass the following resolution as a special resolution :

That the name of the Company be changed to TasFoods Limited, and the Company adopt that name as its new name.

Dated: 9 October 2015

By order of the board

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..................................................................

Mark Licciardo

Company Secretary

Notes:

A member entitled to attend and vote at this meeting is entitled to appoint one proxy or, if the member is entitled to cast two or more votes at the meeting, two proxies to attend and vote on behalf and instead of the member.
Where two proxies are appointed and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes.
A proxy need not be a member.
A proxy form accompanies this notice. To be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting, namely by 10:00 am (Melbourne time) on 17 November 2015:
(a) at the Company’s share registrar, Advanced Share Registry Limited, by:
- (1) hand delivery to 110 Stirling Highway, Nedlands, Western Australia, 6009;
- (2) post to PO Box 1156, Nedlands, Western Australia, 6909; or
- (3) facsimile on 08 9262 3723 (within Australia) or +61 8 9262 3723 (outside Australia); or
(b) at the registered office of the Company by:
- (1) hand delivery or post to Level 7, 330 Collins Street, Melbourne, Victoria, 3000; or
- (2) facsimile on 03 9602 4709 (within Australia) or +61 3 9602 4709 (outside Australia).

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Regulation 7.11.37 determination: A determination has been made by the board of directors of the Company under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that those persons who are registered as the holders of shares in the Company as at 7:00 pm (Melbourne time) on 17 November 2015 will be taken to be the holders of shares for the purposes of determining voting entitlements at the meeting.

Voting exclusion statement:

The Company will disregard any votes cast on:

resolution 1 (issue of shares to Meander Valley sellers) by Robin Dornauf or Karen Dornauf, or an associate of any of those persons;
resolution 2 (issue of shares under share purchase plan) by a person who may participate in any shortfall offer resulting from the share purchase plan offer or might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares in the Company) if the resolution is passed, or an associate of any such person;
resolution 3 (issue of shares under placement offer) by a person who may participate in the proposed issue or might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares in the Company) if the resolution is passed, or an associate of any such person;
resolution 4 (approval of OnCard ESOP) by:
(a) a director of the Company, or an associate of a director; and
(b) a person appointed as a proxy if the person is either a member of the key management personnel for the Company ( KMP Member ) or a closely related party of a KMP Member, and the appointment does not specify the way the proxy is to vote on the resolution;
resolutions 5 to 7 (acquisition of options by Rob Woolley, Roger McBain and Tony Robinson) by:
(a) or on behalf of Rob Woolley, Roger McBain or Tony Robinson, or an associate of any of those persons;
(b) any other director of the Company, or an associate of a director; and
(c) a person appointed as a proxy if the person is either a KMP member or a closely related party of a KMP Member, and the appointment does not specify the way the proxy is to vote on the resolution; and
resolution 8 (acquisition of options by Tom Woolley) by:
(a) or on behalf of Tom Woolley, or an associate of Tom Woolley;
(b) any director of the Company, or an associate of a director; and
(a) a person appointed as a proxy if the person is either a KMP member or a closely related party of a KMP Member, and the appointment does not specify the way the proxy is to vote on the resolution.

However, the Company need not disregard a vote in relation to:

resolution 1, 2 or 3 if it is cast by:
(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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(b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides;
resolution 4 if it is cast by:
(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides (and the appointment of proxy expressly authorises the chair to vote in accordance with a direction on the proxy form to vote as the proxy decided, even if the resolution is connected directly or indirectly with the remuneration of a KMP member); or
resolution 5, 6, 7 or 8 if it is cast by:
(a) a person as proxy for a person who is entitled to vote, and the appointment of proxy is in writing and specifies how the proxy is to vote on the proposed resolution; or
(b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides (and the appointment of proxy expressly authorises the chair to vote in accordance with a direction on the proxy form to vote as the proxy decided, even if the resolution is connected directly or indirectly with the remuneration of a KMP member).

To the extent he is permitted to vote, the chairman intends to vote undirected proxies held by him in favour of each resolution. Please refer to the proxy form accompanying this notice of meeting for more information.

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Explanatory statement

1. General information

This explanatory statement is dated 9 October 2015. It is an important document and should be read carefully. It comprises part of, and should be read in conjunction with, the notice of general meeting of OnCard International Limited ( Company ) to be held on 19 November 2015.

If you do not understand its contents or are not sure what to do, you should consult your stockbroker or other professional adviser immediately.

If you have any questions regarding the matters set out in this explanatory statement (or elsewhere in the notice of annual general meeting), you may contact Tony Robinson, a director of the Company, by telephone on +61 3 9642 3812 or +61 407 355 616.

2. Resolution 1 — issue of shares to Meander Valley sellers

2.1 Background

On 17 September 2015, the Company completed its acquisition of the Meander Valley Dairy branded food products business ( Meander Valley ) based in Tasmania from Robin and Karen Dornauf for consideration of $2.1 million.

Meander Valley specialises in the production of premium cream and dairy products. Its processing facility is located near Launceston and its branded products are sold through distributors throughout Australia.

This acquisition is the result of the Company exploring a number of investment opportunities since completing the share buy-back and transfer of its residual Chinese businesses, and reflects the Company’s identification of the food industry as an area for its investment focus.

The consideration provided by the Company for Meander Valley included cash consideration of $1,800,000. The balance of the consideration of $300,000 was satisfied by the issue of 1,666,667 fully paid ordinary shares in the Company to Robin and Karen Dornauf (each ranking equally from the date of their issue on 17 September 2015 with the existing fully paid ordinary shares in the Company). This represents an issue price of approximately $0.18 for each share issued.

As a consequence, the total number of issued shares in the Company increased by approximately 8% from 20,863,514 ordinary shares to 22,530,181 ordinary shares.

2.2 Rule 7.4 of ASX Listing Rules

Rule 7.1 of the ASX Listing Rules restricts the number of shares and other equity securities the Company may issue without shareholder approval in a 12 month period to a maximum of 15% of the Company’s issued fully paid ordinary shares, subject to a number of exceptions. The 15% limit is calculated on the total number of fully paid ordinary shares on issue excluding shares issued or agreed to be issued in the previous 12 months that are not issued under an exception in rule 7.2 or with shareholder approval under rule 7.1 or 7.4.

Rule 7.4 of the ASX Listing Rules provides that an issue of securities made without shareholder approval under rule 7.1, such as the issue of fully paid ordinary shares to the Meander Valley sellers, is treated as having been made with approval for the purpose of rule 7.1 if the issue of shares did not breach rule 7.1 and shareholders subsequently approve it.

The issue of shares as partial consideration for the branded food products business did not breach rule 7.1 as the shares did not represent more than 15% of the Company’s issued fully

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paid ordinary shares and no other equity securities had been issued by the Company in the previous 12 months.

If resolution 1 is passed, the approval of shareholders to the issue of shares to the Meander Valley sellers will be obtained for the purpose of rule 7.4. The Company will then have the flexibility to issue additional equity securities without shareholder approval in the next 12 months up to 15% of the fully paid ordinary shares in the Company on issue, including those issued to the Meander Valley sellers.

2.3 Directors’ recommendation

The directors recommend that shareholders vote in favour of resolution 1.

3. Resolution 2 — issue of shares under share purchase plan

3.1 Share purchase plan

As announced to the Australian Securities Exchange ( ASX ) on 9 October 2015, subject to shareholder approval being obtained, the Company will undertake an offer of shares under the Company’s share purchase plan ( SPP ) to increase its spread of marketable parcel shareholdings and strengthen its balance sheet.

There are 1,047 shareholders of the Company who may be eligible to participate in the SPP offer, approximately 585 of which hold less than a marketable parcel of $2,000 worth of shares. In the circumstances, the SPP offer will give those shareholders an opportunity to increase their shareholding above a marketable parcel, as well as to allow other shareholders to participate equally in the offer. The funds to be raised by the SPP offer (after costs) are intended to be used for developing the Company’s Meander Valley and MarketSmart businesses, further acquisitions in the food industry and for general working capital purposes.

The key terms of the SPP offer will be as follows:

(a) A person will be eligible to receive an offer under the SPP if the person was registered as a shareholder of the Company on 8 October 2015 at 7:00 pm (Melbourne time), being the business day before the SPP offer was announced by the Company to ASX, and the person’s address on the Company’s register of members is in Australia or such other place in which, in the reasonable opinion of the Company, it is lawful and practical for the Company to offer and issue shares under the SPP.
(b) Each eligible shareholder will be entitled to subscribe for fully paid ordinary shares in the Company with an aggregate issue price of $3,000 or $6,000 (with fractional entitlements to new shares being rounded up to the nearest whole number), subject to paragraph (c) below.
(c) The SPP offer will enable an eligible shareholder who is a custodian (as defined in ASIC class order [CO 09/425]) to acquire $3,000 or $6,000 worth of fully paid ordinary shares in the Company for each person ( beneficiary ):
(1) on whose behalf the custodian is holding fully paid ordinary shares in the Company (provided the person is not also a custodian); or
(2) on whose behalf another custodian ( downstream custodian ) holds beneficial interests in fully paid ordinary shares in the Company and the custodian holds the shares to which those beneficial interests relate on behalf of the downstream custodian or another custodian;

at the time noted in paragraph (a) above, and otherwise on the same basis as though the beneficiary were an eligible shareholder.

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(d) Participation in the SPP is optional.
(e) The issue price for each share will be $0.25.
(f) Offers are expected to be despatched to eligible shareholders on the next business day after shareholders approve the issue of shares under the SPP offer, namely on 20 November 2015, and will close for acceptance 10 business days later on 4 December 2015 at 7:00 pm (Melbourne time).
(g) Shares issued under the SPP offer will rank from the date of issue equally with the other fully paid ordinary shares in the Company then on issue.
(h) Shares offered under the SPP are expected to be issued 3 business days after the closing date of the offer, namely on 9 December 2015.
(i) Offers to acquire shares under the SPP will be non-renounceable, meaning that a person cannot transfer a right to acquire shares offered under the SPP to another person.

Apart from the time noted in paragraph (a) above, the above dates are indicative only and subject to change. Any change of a date may have a consequential effect on another date.

As at the time noted in paragraph (a) above for determining who may participate in the SPP offer, the Company had 1,047 shareholders. Assuming none is excluded from participating or holds shares as a custodian:

(a) the maximum number of securities that the Company could issue under the SPP offer is 25,128,000 fully paid ordinary shares;
(b) the total number of the Company’s issued shares could increase by a maximum of approximately 111% from 22,530,181 fully paid ordinary shares to 47,658,181 fully paid ordinary shares; and
(c) the Company could raise up to $6,282,000 (before costs);

in consequence of the issue of shares offered under the SPP, based on there being no other changes to the issued share capital of the Company.

Shortfall

If there is a shortfall in the SPP offer due to any eligible shareholders not applying for their full entitlement of $6,000 worth of shares, the Company intends to offer the shares in the shortfall to other investors at the same issue price offered under the SPP offer.

This offer will be made to sophisticated and professional investors and other people without, and in circumstances and/or on terms that do not require, disclosure under part 6D.2 of the Corporations Act.

The investors will be selected by or on behalf of the Company from contacts of the directors and/or clients of Wilson HTM Ltd ( Wilson HTM ), and any shares applied for in consequence of the shortfall offer will be issued after the closing date of the SPP offer and within 3 months from the date of the meeting i.e. by 18 February 2016. Depending on demand, the shares may be issued progressively through this period. The Company has agreed to pay to Wilson HTM for the subscription of any shortfall shares it arranges commission of 3% of the amount subscribed plus GST. Hugh Robertson, a director of the Company, is an authorised representative of Wilson HTM.

All shares issued under the shortfall offer will rank from the date of issue equally with the other fully paid ordinary shares in the Company then on issue.

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The shortfall offer will not result in the Company issuing any more shares or raising any more share capital than if all eligible shareholders had participated in the SPP offer to the maximum extent permitted, and any funds raised are intended to be used for the same purpose as the intended purpose of funds raised under the SPP offer.

3.2 ASIC class order relief

ASIC class order [CO 09/425]

Under class order [CO 09/425], the Australian Securities and Investments Commission ( ASIC ) has given relief from part 6D.2 of the Corporations Act 2001 (Cth) ( Corporations Act ) to allow ASX-listed companies to offer shares to existing shareholders under a share purchase plan without having to make disclosure to those shareholders, e.g. by issuing a prospectus, provided the conditions in that class order are satisfied.

The Company intends to rely on the class order relief in making offers under the SPP and, therefore, does not intend to prepare a prospectus or other prescribed disclosure document for the offers. The following is a summary of the conditions which the Company must satisfy in order to rely on the class order:

(a) The Company must have complied with its continuous disclosure and financial reporting obligations.
(b) Subject to special conditions for some custodians, a shareholder must not be issued more than $15,000 worth of shares in any consecutive 12 month period (based on the price paid for the shares) under the SPP or a similar arrangement.
(c) The Company must give ASX a ‘cleansing notice’ in relation to the proposed issue of shares under the SPP or must have given ASX a cleansing notice in relation to another issue of shares in the previous 30 days.
(d) Offers must only be made to each registered holder of shares in the same class, whose address (as recorded in the Company’s register of members) is in a place in which, in the reasonable opinion of the Company, it is lawful and practical for the Company to offer and issue shares to that person.
(e) Each offer must be made on similar terms and conditions and on a non-renounceable basis.
(f) The issue price for shares under the offer must be less than the market price during a specified period (determined by the Company) in the 30 days before either the date of the offer or the date of the issue of shares under the share purchase plan.
(g) The offer document must disclose the method used to calculate the issue price, the relationship between the issue and market price, and the risk that the market price may change between the date of the offer and the date when shares are issued under the share purchase plan.
(h) If the Company chooses to issue shares under the share purchase plan to a shareholder who is a custodian (as defined in the class order) for beneficiaries of that custodian or a downstream custodian, the custodian must certify in writing to the Company that certain conditions have been met and the Company must be reasonably satisfied that in any consecutive 12 month period, the total issue price of the shares to be issued under the SPP or any similar arrangement for any such beneficiary is not more than $15,000. The Company has discretion as to whether to make share purchase plan offers to custodians on the basis that allows them to participate on behalf of some or all beneficiaries.

The Company reserves the right not to proceed with, or to withdraw, the SPP offer at any time for any reason including, for example, if a requirement for the relief from disclosure under ASIC class order [CO 09/425] is not or cannot be met.

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3.3 Rule 7.1 of ASX Listing Rules

Rule 7.1 of the ASX Listing Rules requires the Company to obtain shareholder approval if it wishes to issue, or agrees to issue, equity securities in a 12 month period in excess of 15% of the fully paid ordinary shares in the Company on issue, unless an exception applies. The number of shares which may be issued in consequence of the SPP offer (and any shortfall offer) could exceed that 15% limit. Although there is an exception for an issue of shares under a share purchase plan offer, that exception is limited to an offer where the number of securities to be issued is not greater than 30% of the number of fully paid ordinary shares then on issue, which is not applicable in this case.

If resolution 2 is passed, the approval of shareholders to the issue of shares offered under the SPP to eligible shareholders (and to other investors in consequence of any shortfall offer) will be obtained for the purpose of rule 7.1, thereby allowing the Company to issue the maximum number of shares offered under the SPP.

3.4 ASX waiver

Rule 7.3.8 of the ASX Listing Rules

Rules 7.3.8 and 14.11 of the ASX Listing Rules provide that the notice of meeting must include a statement to the effect that any person who may participate in the SPP must not vote on resolution 2. As the Company is planning to make offers under the SPP to all shareholders, then potentially no person would be able to vote on resolution 2 to approve the issue of shares under the SPP. In the circumstances, ASX has granted the Company a waiver from rule 7.3.8 so that any person who may participate in the SPP may vote on resolution 2, except for any person who may also participate in any shortfall offer resulting from the SPP offer.

Rule 10.11 of the ASX Listing Rules

Rule 10.11 of the ASX Listing Rules provides that an entity must not issue equity securities (such as shares) to related parties of the entity (such as directors, close relatives of directors or any of their controlled entities) without shareholder approval, subject to a limited number of exceptions. ASX has granted the Company a waiver from rule 10.11 so that shareholder approval is not required for directors and other related parties to participate in the SPP on the same terms as other shareholders.

3.5 Directors’ interests and intentions

As at the date of this explanatory statement, the relevant interests in shares in the Company of each director and his intentions in relation to the SPP are as follows:

(a) Rob Woolley: VEF Pty Ltd has a relevant interest in 175,000 shares in the Company (which is approximately 0.78% of the Company’s issued shares). Rob Woolley is a director and shareholder of that company. He has indicated to the Company that VEF Pty Ltd intends to take up the SPP offer.
(b) Roger McBain: Vermilion 21 Pty Ltd as trustee for the McNelhaus Superannuation Fund has a relevant interest in 175,000 shares in the Company (which is approximately 0.78% of the Company’s issued shares). Roger McBain is a beneficiary of that superannuation fund. He has indicated to the Company that Vermilion 21 Pty Ltd intends to take up the SPP offer.
(c) Tony Robinson: Rowena House Pty Ltd has a relevant interest in 400,000 shares in the Company (which is approximately 1.78% of the Company’s issued shares). Tony Robinson is a director, secretary and shareholder of that company. He has indicated to the Company that Rowena House Pty Ltd intends to take up the SPP offer.
(d) Hugh Robertson: Bungeeltap Pty Ltd as trustee for the H & B Robertson Super Fund has a relevant interest in 150,000 shares in the Company (which is approximately 0.67% of

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the Company’s issued shares). Hugh Robertson is a director and shareholder of that company, and a beneficiary of that superannuation fund. He has indicated to the Company that Bungeeltap Pty Ltd intends to take up the SPP offer.

3.6 Directors’ recommendation

The directors recommend that shareholders vote in favour of resolution 2.

4. Resolution 3 — issue of shares under placement offer

4.1 Placement offer

The Company intends to undertake a placement offer of up to 4,500,000 ordinary shares in the Company at $0.25 each, payable in full before issue of the shares, to raise up to $1,125,000.

Shares offered under the placement offer will be issued to investors selected by or on behalf of the Company from contacts of the directors and/or clients of Wilson HTM, and within 3 months from the date of the meeting i.e. by 18 February 2016. Depending on demand, the shares may be issued progressively through this period. The Company has agreed to pay to Wilson HTM for the subscription of any placement shares it arranges commission of 3% of the amount subscribed plus GST. Hugh Robertson, a director of the Company, is an authorised representative of Wilson HTM.

All shares issued under the placement offer will rank from the date of issue equally with the other fully paid ordinary shares in the Company then on issue.

The funds to be raised by the placement offer (after costs) are intended to be used for developing the Company’s Meander Valley and MarketSmart businesses, further acquisitions in the food industry and for general working capital purposes.

4.2 Rule 7.1 of ASX Listing Rules

As noted in section 3.3, rule 7.1 of the ASX Listing Rules requires the Company to obtain shareholder approval if it wishes to issue, or agrees to issue, equity securities in a 12 month period in excess of 15% of the ordinary shares in the Company on issue, subject to a number of exceptions set out in rule 7.2. The 15% limit is calculated on the total number of fully paid ordinary shares on issue excluding shares issued or agreed to be issued in the previous 12 months that are not issued under an exception in rule 7.2 or with shareholder approval under rule 7.1 or 7.4. The number of shares which may be issued in consequence of the placement offer could exceed that 15% limit and, further, if they are issued without shareholder approval, they would use up the 15% capacity under rule 7.1.

If resolution 3 is passed, the approval of shareholders to the issue of up to 4,500,000 ordinary shares will be obtained for the purpose of rule 7.1. The Company will then also have the flexibility to issue additional equity securities without shareholder approval in the next 12 months up to 15% of the fully paid ordinary shares in the Company on issue, including those issued under the placement offer.

4.3 Directors’ recommendation

The directors recommend that shareholders vote in favour of resolution 3.

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5. Resolution 4 — approval of OnCard ESOP

5.1 Background

The directors of the Company have recently established the Company’s employee share ownership plan 2015 ( OnCard ESOP ). The objectives of the OnCard ESOP are:

(a) to motivate and retain employees and directors of the Company and its related bodies corporate ( Group );
(b) to attract quality employees and directors to the Group;
(c) to create commonality of purpose between the employees and directors and the Group; and
(d) to add wealth for all shareholders of the Company through the motivation of the Group’s employees and directors;

by allowing employees and directors to share the rewards of the success of the Group as holders of securities in the Company.

5.2 Terms of OnCard ESOP

Under the terms of the OnCard ESOP:

(a) employees and directors of the Group (and a person who has been made an offer to become such an employee or director) are eligible to participate;
(b) eligible participants may acquire ordinary shares in the Company, options over ordinary shares and rights to, or interests in, such shares (including directly or by a nominee, or as a beneficiary of a trust established by the Company for participants); and
(c) the directors have broad discretion as to the terms on which eligible participants may acquire securities under the OnCard ESOP, including as to the number and type of securities that may be offered, the price payable for securities (which may be nil) and how payment for securities may be made (e.g. by loans from the Company, whether interest-free or limited recourse or otherwise, or by salary sacrifice or sacrifice of cash bonuses).

The directors may also impose a requirement that securities acquired under the OnCard ESOP may be bought back by the Company or cancelled on such terms as the directors may determine, and may impose restrictions on dealing in securities acquired under the OnCard ESOP (e.g. prohibiting them from being sold or transferred for a period of time), and may amend the terms of the OnCard ESOP (subject to the Corporations Act and ASX Listing Rules), or suspend or terminate it at any time.

Terms of options

The directors of the Company may also determine the terms of options which may be acquired under the ESOP such as the exercise price, any restrictions as to exercise (e.g. vesting conditions), any restrictions as to the disposal or encumbrance of any options or underlying shares once acquired, and the expiry date of options. Other terms of options are as follows:

(a) An option holder will be entitled to have the number of options, the exercise price of the options and/or the number of shares underlying the options varied in the event of a bonus issue, rights offer or reconstruction of the share capital of the Company, in accordance with the ASX Listing Rules.

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(b) The Company is not required to issue any shares following an exercise of options unless the Company can be satisfied that an offer of those shares for sale within 12 months after their issue will not need disclosure to investors under part 6D.2 of the Corporations Act.
(c) Subject to the Corporations Act and the ASX Listing Rules, no options may be disposed of (e.g. by sale or transfer) until any vesting conditions have been satisfied, and no options may be transferred except in circumstances (if any) permitted by the Company.

A copy of the OnCard ESOP, including the terms of options under the ESOP, may be obtained free of charge from the company secretary by contacting +61 3 8689 9997.

5.3 Parts 2J.2 and 2J.3 of the Corporations Act

Subject to certain exceptions, part 2J.2 of the Corporations Act prohibits a company from taking security over shares in itself. Once exception is where security is taken over shares acquired under an employee share scheme (such as the OnCard ESOP) that has been approved by an ordinary resolution of shareholders.

Accordingly, if the OnCard ESOP is approved by shareholders pursuant to resolution 4, the Company will be able to take security over shares in itself where those shares (or rights or interests in them) are acquired by eligible persons under the OnCard ESOP.

The provision of loans by the Company to, or for the benefit of, eligible persons to enable them to acquire shares (or rights or interests in them) in the Company (including by the exercise of options over shares, the issue of new shares or the acquisition of existing shares) will be the provision of financial assistance by the Company for the acquisition of shares (or rights or interests in shares) in the Company. Under part 2J.3 of the Corporations Act, the general rule is that a company may financially assist a person to acquire shares (or rights or interests in shares) in the company only if:

(a) approved by a special resolution of shareholders; or
(b) giving the assistance does not materially prejudice the interests of the company or its shareholders or the company’s ability to pay its creditors.

However, financial assistance given under an employee share scheme (such as the OnCard ESOP) is exempted provided that the scheme has been approved by an ordinary resolution of shareholders.

Accordingly, if the OnCard ESOP is approved by shareholders pursuant to resolution 4, the Company will be able to provide financial assistance under the OnCard ESOP for the acquisition of shares (or rights or interests in shares) in the Company (including by the exercise of options over shares in the Company) by making loans available for that purpose, in accordance with the terms of the OnCard ESOP.

5.4 Exception 9 of rule 7.2 of the ASX Listing Rules

One of the exceptions is where shareholders have approved the issue of securities under an employee incentive scheme within 3 years before the date of issue: exception 9.

If resolution 4 is passed, shareholder approval for the issue of securities under the OnCard ESOP will be obtained for the purpose of exception 9, which means that any shares or other equity securities issued by the Company under the OnCard ESOP in the following 3 years will not require shareholder approval under rule 7.1 even if the issue were to exceed the 15%

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annual limit, and will not erode the Company’s capacity under rule 7.1 to issue up to the 15% annual limit.

Exception 9 requires the notice of meeting to include a summary of the terms of the OnCard ESOP, and information about the number of securities issued under the OnCard ESOP since the date of the last approval by shareholders. No shares, options or other securities of the Company have previously been issued under the OnCard ESOP. However, in addition to the proposed issue of 16,000,000 options to directors and other related parties of the Company discussed in sections 6 and 7 of this explanatory statement, the Company has agreed to issue 2,500,000 options to Jane Bennett, who is a senior manager of the Company, in two equal tranches at an exercise price of $0.21 and $0.42 respectively and with an expiry date of 3 September 2019.

5.5 Directors’ recommendation

As all directors are eligible to participate in the OnCard ESOP, they do not consider it appropriate for them to make a recommendation to shareholders about how to vote on resolution 4 and do not do so.

6. Resolutions 5 to 7 — acquisition of options by directors

6.1 Background

To enhance the board’s skills in the areas of branded food products and strategic business development following the Meander Valley acquisition, Rob Woolley and Roger McBain have joined the board as non-executive directors. Rob has also been appointed chairman in place of Hugh Robertson (who remains a non-executive director).

Rob is the chairman of ASX-listed Bellamy’s Australia Limited, a branded organic baby food company. He is a former chairman of Tandou Ltd and a board member of Forestry Tasmania and the not-for-profit Tasmanian Leaders Inc. Rob was previously managing director of Webster Limited following over 20 years as a partner of Deloitte.

Roger is currently a partner of Deloitte based in Launceston. Roger is a chartered accountant and will bring broad commercial and financial skills to the board.

As part of these changes, the board has reviewed the remuneration of directors to ensure directors are remunerated fairly and reasonably and at a level which assists the Company to attract and retain appropriately experienced and qualified directors. Having regard to the current emerging stage of the Company’s development, the board also considered alternative non-cash remuneration approaches to minimise cash outflows.

Currently, the chairman, Rob Woolley, and the Company’s executive director, Tony Robinson, are each paid an annual fee of $50,000 and each other director is paid an annual fee of $30,000 (inclusive of superannuation in each case).

In addition to the fees payable to them and subject to shareholder approval, the Company has agreed to issue to Rob Woolley, Roger McBain and Tony Robinson (or their nominees), options to acquire ordinary shares in the Company under the terms of the OnCard ESOP as follows:

The Company has	this number of	each with an	and which will expire
agreed to issue to this	options for nil	exercise price	if not exercised by ...
director (or his	consideration ...	of ...
nominee) ...
Rob Woolley	4,750,000	$0.21	3 September 2019
	4,750,000	$0.42	3 September 2019
Roger McBain	1,250,000	$0.21	3 September 2019

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		1,250,000	$0.42	3	September	2019
Tony Robinson		1,500,000	$0.21	3	September	2019
	Total	13,500,000

Each option entitles the holder to acquire 1 new fully paid ordinary share in the Company following exercise and payment of the exercise price of the option at any time before the expiry date, on and subject to the terms of the options. Share issued in consequence of an exercise of options will rank equally from the date of their issue with the existing fully paid ordinary shares in the Company. An option holder is not entitled to acquire shares on the exercise of any options if that acquisition would result in a breach of law.

Further information about the OnCard ESOP and terms of the options are set out in section 5.2 of this explanatory statement.

6.2 Section 208 of the Corporations Act

Section 208 of the Corporations Act states that for a public company to give a financial benefit to a related party, it must obtain shareholder approval (unless an exception applies).

The Company is a public company and Rob Woolley, Roger McBain and Tony Robinson are related parties of the Company as they are directors. If a director decides to nominate another entity to be issued the options, the nominee will also be a related party of the Company because a related party includes spouses and other close relatives of directors and entities controlled by directors and their close relatives. The proposed issue of options constitutes the giving of a financial benefit. The Company is not seeking to rely on any of the exceptions in relation to the issue of options to the directors (or their nominees).

Accordingly, if resolutions 5 to 7 are passed, the Company will be able to give financial benefits to its directors (or their nominees) in the form of the issue of options as proposed.

Valuation of the financial benefit

The Company has engaged Wilson Hanna Pty Ltd ( Wilson Hanna ) to provide an independent expert report to shareholders as to whether the proposed issue of options to directors and other related parties and executives of the Company is fair and reasonable to the shareholders of the Company who are not receiving options. Wilson Hanna has concluded that the proposed issue is fair and reasonable to the non-related party shareholders.

As part of its assessment, Wilson Hanna has expressed an opinion on the value of the options.

A copy of the Wilson Hanna report is set out in schedule 1 of this explanatory statement. You are encouraged to read the report in its entirety, including the basis of the valuation set out in section 4.3.7 of the report.

Wilson Hanna has valued the:

(a) options with an exercise price of $0.21 at between $0.016 and $0.024 each; and
(b) options with an exercise price of $0.42 at between $Nil and $0.004 each.

Based on the mid-point of the above valuation ranges of $0.02 for a $0.21 option and $0.002 for a $0.042 option, the value of the options is as follows:

This number of	which the Company has	each with an	has a mid-point
options ...	agreed to issue to this	exercise price of ...	value of ...
	director (or his nominee) ...
4,750,000	Rob Woolley	$0.21	$95,000

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This number of	which the Company has	each with an	has a mid-point
options ...	agreed to issue to this	exercise price of ...	value of ...
	director (or his nominee) ...
4,750,000		$0.42	$9,500
1,250,000	Roger McBain	$0.21	$25,000
1,250,000		$0.42	$2,500
1,500,000	TonyRobinson	$0.21	$30,000
		Total	$162,000

Reasons

The Company has included an issue of options as part of those directors’ remuneration because it:

(a) minimises cash outflows from the Company and frees up additional cash for the Company to deploy in operating and developing the new Meander Valley business and the existing MarketSmart business;
(b) better aligns the interests of those directors with the interests of shareholders; and
(c) is designed to incentivise those directors to commit their particular skills and experience to growing and developing the Company’s businesses over an extended period of time.

The number and exercise price of the options were determined when the new directors agreed to join the board and at a time when a fully paid ordinary share in the Company was trading on ASX at around $0.18. The exercise price of $0.21 for some of the options reflected the estimated net tangible asset backing of a fully paid ordinary share in the Company at that time and the exercise price of $0.42 for the other options reflected twice that estimated amount.

Based on the last recorded sale price of a share in the Company before the date of this explanatory statement, which was $0.465, the options would be ‘in the money’, i.e. the market price of a share is higher than the exercise price payable to acquire it. Even though they may be in the money, the directors consider that the proposed issue of options to Rob Woolley, Roger McBain and Tony Robinson is a fair and reasonable form and quantum of remuneration for them in light of the skills and experience they bring to the Company at this important stage in its development, their duties in the Company and the important contribution they are to make to the Company’s future growth.

Alternatives

Given the proposal to issue these options is for the purpose of providing remuneration for the directors of the Company, there is no non-related party alternative which the Company could consider.

Existing interests

As at the date of this explanatory statement, the relevant interests in shares in the Company of Rob Woolley, Roger McBain and Tony Robinson are as set out in section 3.5.

Dilution effect

The issue of options to the directors (or their nominees) will not have any dilutionary effect on shareholders in the Company.

However, if option holders exercise their options and are issued new ordinary shares in the Company, there will be a dilutionary effect on other shareholders. The extent of that dilution will depend on the number of options exercised.

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The Company proposes to issue:

(a) 13,500,000 options to Rob Woolley, Roger McBain and Tony Robinson (see section 6.1)
(b) 2,500,000 options to Tom Woolley, the son of the Company’s chairman (see section 7.1); and
(c) 2,500,000 options to Jane Bennett, the Company’s Head of Strategic Development and General Manager of Dairy (see section 5.4).

If all of these options were exercised and 18,500,000 ordinary shares were issued, the total number of issued shares in the Company would increase by approximately 82% (from 22,530,181 to 41,030,181 - based on the Company’s current issued share capital and assuming no shares were issued under the SPP offer, shortfall offer or placement offer the subject of resolutions 2 and 3 and there were no other changes to the issued share capital of the Company). In consequence, each other shareholding in the Company would proportionately decrease by approximately 45%.

If the maximum number of shares which could be offered under the SPP (as assumed in section 3.1) and the maximum number of shares under the placement offer were issued, then assuming no other changes to the issued share capital of the Company the exercise of these options would only result in an increase in the total number of issued shares in the Company of approximately 35% (from 52,158,181 to 70,658,181), and every other shareholding would proportionately decrease by approximately 26%.

Set out below is a table showing the dilutionary effect if all options were exercised and 18,500,000 ordinary shares were issued, and assuming the other changes in the issued share capital of the Company noted in the table:

		Number	Shares underlying
			options as a
			percentage of issued shares1
A	Current issued shares	22,530,181
B	Shares that may be issued due to	18,500,000
	exercise ofoptions
	A+B	41,030,181	45.09%
C	Shares that may be issued under SPP	25,128,000
	offer
	A+B+C	66,158,181	27.96%
D	Shares that may be issued under	4,500,000
	placement offer
	A+B+C+D	70,658,181	26.18%

Percentages rounded to second decimal place

Control of Company

The issue of options to directors (or their nominees) and the acquisition of underlying shares ought not have any significant effect on the control of the Company because an option holder is not entitled to acquire shares on the exercise of any options if that acquisition would result in a breach of law. This would include, for example, an acquisition which would result in a breach of section 606 of the Corporations Act, which prohibits a person acquiring a relevant interest in issued voting shares in a listed company if it would result in that person’s or someone else’s voting power in the company increasing from 20% or below to more than 20%, unless an exception applies.

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6.3 Rule 10.14 of the ASX Listing Rules

Rule 10.14 of the ASX Listing Rules relevantly states that an entity must not permit a director (or an associate of such a director) to acquire securities under an employee incentive scheme (such as the OnCard ESOP) without the approval of holders of ordinary shares.

Rule 10.14 also states that the notice of meeting to obtain shareholder approval must comply with either rule 10.15 or 10.15A of the ASX Listing Rules. The Company has elected to prepare the notice of meeting so that it complies with rule 10.15, and provides the following information for the purpose:

(a) The maximum number of options which may be acquired by the directors, Rob Woolley, Roger McBain and Tony Robinson, or their nominees, if resolutions 5 to 7 are passed is 13,500,000. Assuming all of those options are exercised and there is no capital reconstruction adjustment under the terms of the options, 13,500,000 fully paid ordinary shares in the Company will be acquired by them.
(b) No consideration is payable for the issue of the options. The exercise price of 7,500,000 of the options is $0.21 each and the exercise price of the other 6,000,000 options is $0.42 each, subject to adjustment for capital reconstructions.
(c) As the OnCard ESOP was established only recently, it has not previously been approved by the Company’s shareholders and no director, associate of a director or other person referred to in rule 10.14 has yet received securities under it.
(d) Each director of the Company is eligible to participate in the OnCard ESOP, as well as the other directors and employees of the Group and a person who has been made an offer to become such a director or employee. Securities under the OnCard ESOP may also be acquired by an approved nominee of an eligible participant.
(e) No loan has been given or is proposed to be given by the Company in relation to the acquisition of options under the OnCard ESOP or underlying shares.
(f) Assuming the relevant shareholder approval is obtained, it is intended that the options will be issued to the directors (or their nominees) within 5 business days from the date of the meeting.

If resolutions 5 to 7 are passed, Rob Woolley, Roger McBain and Tony Robinson (or their nominees) will be able to acquire the options under the OnCard ESOP as proposed. Further, the director or his nominated option holder may acquire fully paid ordinary shares in the Company in consequence of exercising any options in accordance with their terms.

6.4 Rule 7.1 of the ASX Listing Rules

One of the exceptions set out in rule 7.2 is where shareholders have approved the issue of securities under an employee incentive scheme within 3 years before the date of issue: exception 9. Another exception is where shareholders have approved the issue of the securities under rule 10.14 of the ASX Listing Rules: exception 14. Accordingly, if shareholders approve the issue of securities under the OnCard ESOP by passing resolution 4 or give approval under rule 10.14 to the issue of options to Rob Woolley, Roger McBain and Tony Robinson (or their nominees) by passing resolutions 5 to 7, shareholder approval is not required under rule 7.1.

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6.5 No other information

Except as described elsewhere in this explanatory statement, there is no information known to the Company or any of its directors about the proposed financial benefit to Rob Woolley, Roger McBain and Tony Robinson that is reasonably required by shareholders in order to decide whether or not it is in the Company’s interests to pass resolutions 5 to 7.

6.6 Interests of directors in resolutions 5 to 7

Except as described elsewhere in this explanatory statement, no director of the Company has an interest in the outcome of resolutions 5 to 7.

6.7 Directors’ recommendation

Given the resolutions relate to remuneration of directors, the directors do not consider it appropriate for them to make a recommendation to shareholders about how to vote on resolutions 5 to 7 and do not do so.

7. Resolution 8 — acquisition of options by Tom Woolley

7.1 Background

Tom Woolley has recently joined the Company as commercial manager on a part time basis. His annual remuneration is based on $200,000 (inclusive of superannuation) for a full time role.

In addition to his cash remuneration and subject to shareholder approval, the Company has agreed to issue to Tom Woolley (or his nominee) options to acquire ordinary shares in the Company under the terms of the OnCard ESOP as follows:

	This number of options for nil	each with an	and which will expire
	consideration ...	exercise price	if not exercised by ...
		of ...
	1,250,000	$0.21	3 September 2019
	1,250,000	$0.42	3 September 2019
Total	2,500,000

The other terms of the options are the same as for the options to be issued to the directors referred to in section 6 of this explanatory statement.

7.2 Section 208 of the Corporations Act

As noted in section 6.2, shareholder approval is required under section 208 of the Corporations Act for the Company to issue options to a related party (unless an exception applies). Because Tom Woolley is the son of the Company’s chairman, Rob Woolley, he (or his nominee) is also a related party of the Company.

Accordingly, if resolution 8 is passed, the Company will be able to give a financial benefit to Tom Woolley (or his nominee) in the form of the issue of options as proposed.

Valuation of the financial benefit

As noted in section 6.2, the mid-point of Wilson Hanna’s valuation range of the options with an exercise price of $0.21 is $0.02 and the options with an exercise price of $0.42 is $0.002.

Based on the mid-point, the value of the options to be issued to Tom Woolley (or his nominee) is as follows:

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This number of options ...	each with an exercise price	has a mid-point value of ...
	of ...
1,250,000	$0.21	$25,000
1,250,000	$0.42	$2,500
	Total	$27,500

Reasons

The Company has included an issue of options as part of Tom Woolley’s remuneration for similar reasons to the issue of options to directors, namely to minimise cash outflows and free up cash for the Company’s businesses, to align his interests with the interests of shareholders and otherwise provide him with an incentive to commit to the Company for an extended period of time.

The number and exercise price of the options were determined when Tom Woolley agreed to join the Company and at a time when a fully paid ordinary share in the Company was trading on ASX at around $0.18. The exercise price of $0.21 for half of the options reflected the estimated net tangible asset backing of a fully paid ordinary share in the Company at that time and the exercise price of $0.42 for the other half reflected twice that estimated amount.

As noted in section 6.2, it may be the case that the options to be issued for $0.21 would be ‘in the money’. Despite that, the directors consider that the proposed issue of options to Tom Woolley is a fair and reasonable form and quantum of remuneration for the reasons given in section 6.2 in relation to the issue of in the money options to directors.

Alternatives

Given the proposal to issue these options is for the purpose of remunerating a related party of the Company, there is no non-related party alternative which the Company could consider.

Existing interests

As at the date of this explanatory statement, Tom Woolley has a relevant interest in 175,000 shares in the Company (which is approximately 0.78% of the Company’s issued shares).

Dilution effect

The issue of options to Tom Woolley (or his nominee) will not have any dilutionary effect on shareholders in the Company. However, see section 6.2 for an explanation of the dilutionary effect on other shareholders if those options (and others issued under the OnCard ESOP) are exercised and new ordinary shares in the Company are issued.

Control of Company

The issue of options to Tom Woolley (or his nominee) and the acquisition of underlying shares will not have any effect on the control of the Company because an option holder is not entitled to acquire shares on the exercise of any options if that acquisition would result in a breach of the 20% takeover threshold under section 606 of the Corporations Act.

7.3 Rule 10.14 of the ASX Listing Rules

Rule 10.14 of the ASX Listing Rules relevantly states that an entity must not permit an associate of a director to acquire securities under an employee incentive scheme (such as the OnCard ESOP) without the approval of holders of ordinary shares. As Tom Woolley is the son of Rob Woolley, he (and his nominee) are taken to be associates of a director for the purpose of this rule.

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(a) The maximum number of options which may be acquired by Tom Woolley (or his nominee) if resolution 8 is passed is 2,500,000. Assuming all of those options are exercised and there is no capital reconstruction adjustment under the terms of the options, 2,500,000 fully paid ordinary shares in the Company will be acquired by him.
(b) No consideration is payable for the issue of the options. The exercise price of 1,250,000 of the options is $0.21 each and the exercise price of the other 1,250,000 options is $0.42 each, subject to adjustment for capital reconstructions.
(c) Assuming shareholder approval is obtained, it is intended that the options will be issued to Tom Woolley (or his nominee) within 5 business days from the date of the meeting.

All other information required to be included by rule 10.15 is set out in section 6.3.

If resolution 8 is passed, Tom Woolley (or his nominee) will be able to acquire the options under the OnCard ESOP as proposed. Further, he or his nominated option holder may acquire fully paid ordinary shares in the Company in consequence of exercising any options in accordance with their terms.

7.4 Rule 7.1 of the ASX Listing Rules

One of the exceptions set out in rule 7.2 is where shareholders have approved the issue of securities under an employee incentive scheme within 3 years before the date of issue: exception 9. Another exception is where shareholders have approved the issue of securities under rule 10.14 of the ASX Listing Rules: exception 14. Accordingly, if shareholders approve the issue of securities under the OnCard ESOP by passing resolution 4 or give approval under rule 10.14 to the issue of options to Tom Woolley (or his nominee) by passing resolution 8, shareholder approval is not required under rule 7.1.

7.5 No other information

Except as described elsewhere in this explanatory statement, there is no information known to the Company or any of its directors about the proposed financial benefit to Tom Woolley that is reasonably required by shareholders in order to decide whether or not it is in the Company’s interests to pass resolution 8.

7.6 Interests of directors in resolution 8

Except as described elsewhere in this explanatory statement, no director of the Company has an interest in the outcome of resolution 8.

7.7 Directors’ recommendation

Given the resolution relates to remuneration of his son, Rob Woolley does not consider it appropriate for him to make a recommendation to shareholders about how to vote on resolution 8 and does not do so.

The other directors recommend that shareholders vote in favour of resolution 8 for the reasons set out in this explanatory statement.

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8. Resolution 9 — modification of Company’s constitution

8.1 Background

The Company’s constitution was last amended in 2006.

In the circumstances, the directors propose to adopt a new constitution to replace the existing constitution in its entirety. This is intended to bring the Company’s constitution into line with current law and regulation, corporate governance developments and listed company practice.

A summary of the proposed new constitution is set out in schedule 2 of this explanatory statement. Copies of the existing constitution and proposed new constitution may be obtained free of charge from the company secretary by contacting +61 3 8689 9997.

8.2 Principal rights unchanged

The proposed new constitution does not change the principal rights shareholders enjoy under the existing constitution. For example, shareholders will continue to be entitled to:

(a) receive notice of meetings of the Company;
(a) attend, speak and vote at meetings (or appoint a proxy or representative to do so);
(b) receive dividends paid or other distributions made by the Company; and
(c) participate in any surplus assets of the Company on a winding up.

However, there are differences between the existing constitution and the proposed new constitution.

Some of the differences reflect the age of the existing constitution. For example, in the proposed new constitution outdated references have been updated, such as the change of name of Australian Stock Exchange Limited to ASX Limited and the change of name of the operating rules of ASX’s clearing and settlement facility from SCH Business Rules to ASX Settlement Operating Rules.

There are other differences between the constitutions which do not necessarily fall into the above category. For example, from time to time the Company may wish to distribute shares in another company to shareholders, e.g. in lieu of paying a cash dividend. Under the existing constitution, the Company would need to obtain the consent of each shareholder to do so. The new constitution overcomes this requirement by including a power of attorney by which each shareholder appoints the Company as its agent to do anything to give effect to a distribution, e.g. to agree to become a member of the relevant company.

8.3 Proportional takeover approval provision

The proposed new constitution contains (in rule 5.7) a proportional takeover bid approval provision ( Approval Provision ). The existing constitution does not contain a proportional takeover bid approval provision.

If the constitution is adopted, the Approval Provision will enable the Company to refuse to register shares acquired by a bidder under a proportional takeover bid unless a resolution approving the bid ( Approval Resolution ) has been passed at a meeting of shareholders. A proportional takeover bid is an off-market takeover offer sent to all shareholders but only in respect of a specified proportion of each shareholder’s shares in the Company. If a shareholder were to accept a proportional takeover bid, the shareholder would dispose of the specified proportion of their shares to the bidder, but would retain the balance of the shareholding.

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If a company proposes to adopt a constitution which contains an Approval Provision, the Corporations Act requires the Company to provide certain information to shareholders. The Company provides the following information for this purpose:

Effect of the Approval Provision

If a person makes a proportional takeover bid to a shareholder, the Approval Provision requires the Company’s directors to convene a meeting of shareholders to be at least 15 days before the offer period for the bid closes. The purpose of the meeting is to vote on the Approval Resolution. For the Approval Resolution to be passed, more than 50% of the votes validly cast on the resolution must be in favour of the resolution. The bidder and any associates of the bidder are not entitled to vote on the Approval Resolution.

If the Approval Resolution is rejected, all contracts resulting from the acceptance of the offers made by the bidder under the bid will be rescinded and all offers which have not been accepted by shareholders are taken to be withdrawn.

If the Approval Resolution is not voted on within that timeframe, the Approval Resolution is deemed to have been passed. In those circumstances, the Company would be obliged to register transfers of shares acquired by the bidder under the proportional takeover bid (assuming those transfers are otherwise in order for registration). Therefore, shareholders can collectively only prohibit a proportional takeover bid by voting to reject the Approval Resolution.

If the constitution is adopted, the Approval Provision ceases to apply on the 3[rd] anniversary of the date the constitution was adopted (but it can be renewed with shareholder approval).

Reasons for including the Approval Provision in the constitution

The directors believe it is important for shareholders to have the opportunity to consider and vote on a proportional takeover bid because it may result in:

(a) the effective control of the Company changing without the shareholders being able to dispose of all of their shares;
(b) shareholders being left with a minority interest in the Company; and
(c) control of the Company passing to a person who has not paid an adequate premium to shareholders to obtain that control.

Proposed acquisitions

As at the date of this explanatory statement, none of the directors of the Company is aware of a proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages for directors and shareholders

The directors believe it is to the advantage of shareholders that they have the opportunity to consider and vote on any proposed proportional takeover bid. As the Approval Resolution requires the support of more than 50% of the votes cast by shareholders (excluding the bidder and its associates), having the Approval Provision in the constitution should motivate a bidder to make an offer on terms which are attractive to a majority of shareholders (and potentially on terms superior to those the bidder would have offered had the constitution not contained an Approval Provision). This should result in the terms of the offer being at least fair and reasonable (or potentially superior terms), including a premium for the bidder taking control of the Company.

The directors also believe that it would assist them to be able to ascertain the views of shareholders about any proportional takeover bid.

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Potential disadvantages for directors and shareholders

Adopting a constitution which includes the Approval Provision may make the Company a less likely target for a bidder, because a bidder may be less inclined to bid for a company where it will be necessary to obtain shareholder approval of the bid, which is not guaranteed (in addition to having shareholders accept the bid). Some shareholders may also perceive that including the Approval Provision will mean proportional takeover bids are less likely to succeed because the Approval Resolution is an additional ‘hurdle’ to satisfy. In these circumstances, bidders may be deterred from making proportional takeover bids which may in turn reduce the likelihood of shareholders receiving a premium for ceding control of the Company.

Some shareholders may also consider that the Approval Provision is an unreasonable restriction of their ability to deal with their shares as they see fit. In addition, there will be costs to the Company to convene and hold a meeting each time an Approval Resolution needs to be put to shareholders.

8.4 Section 136 of the Corporations Act

Section 136 of the Corporations Act states that a company may adopt a new constitution by passing a special resolution. A special resolution requires at least 75% of the votes cast by shareholders entitled to vote on the resolution to be in favour of it. Accordingly, if resolution 9 is passed by the required 75% majority, the new constitution will be adopted in place of the Company’s existing constitution on the date the resolution is passed.

8.5 Directors’ recommendation

The directors recommend that shareholders vote in favour of resolution 9.

9. Resolution 10 — change of Company’s name

9.1 Background

To reflect the Company’s investment in, and focus on, the Tasmanian food industry, the Company proposes to change its name to TasFoods Limited.

9.2 Section 157 of the Corporations Act

Section 157 of the Corporations Act states that if a company wants to change its name, it must pass a special resolution adopting a new name and lodge an application with ASIC. Accordingly, if resolution 10 is passed, the Company intends to lodge an application with ASIC to change its name to TasFoods Limited. In anticipation of this change of name, ASIC has advised the Company that it has reserved TasFoods Limited for the Company.

9.3 Directors’ recommendation

The directors recommend that shareholders vote in favour of resolution 10.

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Schedule 1 Wilson Hanna independent expert report

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Schedule 2 Summary of the proposed new constitution of the Company

1. Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.
(b) The directors may also issue preference shares including preference shares which are liable to be redeemed, as follows:
(1) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.
(2) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.
(3) A preference share confers on its holder the right to payment out of the profits of the company (or any other permitted source) of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.
(4) A preference share confers on its holder the right in a winding up to payment in cash of:
- (A) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and
- (B) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(5) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:
(A) in addition to the preferential dividend, a right to participate with the ordinary shares in any dividends payable on ordinary shares; and
(B) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.
(6) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out above.
(7) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting at which a resolution is proposed on which the holder is entitled to vote, and to attend the general meeting, but has no right to receive notice of, or a copy of, any document to be laid before, or to attend, any other general meeting of the company except to the extent the terms of issue of the preference share otherwise provided.
(8) A preference share does not entitle its holder to vote at a general meeting of the company except to the extent the terms of issue permit the holder to vote in the following circumstances:

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(A) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.
(B) On a proposal to reduce the company’s share capital.
(C) On a resolution to approve the terms of a buy-back agreement.
(D) On a proposal that affects rights attached to the share.
(E) On a proposal to wind up the company.
(F) On a proposal for the disposal of the whole of the company’s property, business and undertaking.
(G) During the winding up of the company.
(9) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.
(10) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.
(11) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.
(12) Subject to the Corporations Act and the constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2. Dividends

(a) Subject to the constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:
(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and
(2) if dividends are determined by the directors to be paid in respect of a specified period and if the directors also determine that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.
(b) The directors when determining a dividend is payable may:
(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to particular shareholders or in respect of particular shares; and
(2) direct that the dividend be paid:

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  - (A) to particular shareholders or in respect of particular shares, wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

  - (B) to the remaining shareholders or in respect of the remaining shares, wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(c) To give effect to a resolution of directors or members authorising or approving the payment of a dividend or the making of any other distribution (whether of profits or capital or otherwise) or the capitalisation of any amount, the directors may:
(1) settle any difficulty that may arise in making the distribution or capitalisation;
(2) fix the value for distribution of a specific asset;
(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;
(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and
(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.
(d) The authorised person may agree to:
(1) the issue of further shares or securities credited as fully paid up; or
(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.
(e) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.
(f) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

3. Capitalisation of profits and other amounts

(a) The directors may resolve that the company capitalise any amount:
(1) forming part of the undivided profits of the company;
(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;
(3) arising from the realisation of any assets of the company; or
(4) otherwise available for distribution to members

and may also resolve that the capitalised amount be paid, applied or otherwise distributed to or for the benefit of members.

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(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount which is to be distributed to or for the benefit of members, must be distributed in the same proportions in which members would be entitled to receive the amount were it a dividend.
(c) The directors may resolve that all or part of the capitalised amount is to be applied:
(1) to pay in full a share or security that the company intends to issue to a member;
(2) to pay an amount unpaid on a share or security of the company which a member holds; or
(3) a combination of these;

and the member must accept this application in full satisfaction of the member's interest in the capitalised amount.

4. Dividend reinvestment and selection plans

The directors may establish one or more plans whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to apply the dividends payable on those shares to subscribe for additional shares in the company;
(b) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or
(c) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust.

and the directors may vary, suspend or terminate any such plan.

5. Transfer

(a) Whilst the Company is admitted to the official list of ASX:
(1) the directors may only decline to register a transfer of shares (including by requesting that a holding lock be applied to prevent a transfer of the shares) if permitted to do so by the ASX Listing Rules; and
(2) the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year, subject to the Corporations Act and any CS facility operating rules binding on the company.
(b) Otherwise shares are freely transferable, subject to the Corporations Act, the Listing Rules and the Company’s constitution.

6. Small holdings

(a) If:
(1) a member holds less than a marketable parcel of shares;
(2) the company notifies the member in writing that it intends to sell the member’s shares after a date ( Relevant Date ) which is at least 6 weeks from the date the

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notice of intention to sell is sent, unless the member before the Relevant Date tells the company in writing that the member wishes to retain the shares;

(3) the member does not before the Relevant Date tell the company in writing that the member wishes to retain the shares; and
(4) on the Relevant Date the member has not acquired more shares or otherwise increased the member’s holding to a marketable parcel;

the company may sell the member’s shares constituting less than a marketable parcel as soon as reasonably practicable after the Relevant Date at a price which the directors consider to be the best price reasonably obtainable for the shares at the time they are sold.

(b) In addition, if:
(1) a member holds shares in a new holding that is less than a marketable parcel of shares; and
(2) that holding was created by the transfer of a parcel of shares that was less than a marketable parcel at the time the transfer document was initiated or, in the case of a paper based transfer document, was lodged with the company;

the company may sell the shares in that holding at a price which the directors consider to be the best price reasonably obtainable for the shares at the time they are sold.

7. Proportional takeover approval

If offers are made under a proportional takeover bid for shares in the company the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution to approve the bid is passed in accordance with the provisions of rule 5.7 of the constitution.

8. Voting and general meetings

(a) Subject to the constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:
(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and
(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.
(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting has a second or casting vote.
(c) A resolution put to the vote of a general meeting must be decided on a show of hands, unless either the chair or a member who is present and can vote on the resolution, demands a poll:
(1) before the vote is taken; or
(2) before or immediately after the declaration of the result of the show of hands.
(d) Other than to elect a chair or adjourn a meeting, business may only be transacted at a general meeting if a quorum of members is present when the meeting proceeds to

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business. A quorum consists of 2 members (where the company has more than 1 member).

(e) If at any time a meeting of a class of members of the company is required or proposed, the rules of the constitution relating to the convening, holding and conduct of a general meeting will apply so far as they are capable of application (and with all necessary changes) to that meeting.

9. Appointment and removal of directors

(a) No person other than someone who has been nominated for election by the board, a retiring director or a director being removed from office is eligible to be elected as a director at any general meeting unless a notice of the director’s candidature is given to the Company at least 30 business days before the meeting.
(b) Retiring directors are, subject to the Corporations Act and the Listing Rules, eligible for re-election.
(c) Subject to the Corporations Act, there must be at least 3 directors and not more than 10 directors or such other minimum or maximum number of directors as the members by resolution determine.
(d) The members may by resolution appoint or remove a director.
(e) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. Any director so appointed only holds office until the next annual general meeting and must then retire from office. The managing director (but if there is more than 1 managing director, only 1) is exempted from this requirement to retire.
(f) The total number of directors must not at any time exceed the maximum number allowed under the constitution.
(g) At each annual general meeting of the company the following directors must retire from office:
(1) Each director who has held office past the third annual general meeting or 3 years since the director’s last election, whichever is longer.
(2) Each director appointed by the directors to fill a casual vacancy or as an addition to the existing directors since the last annual general meeting.
(3) If the ASX Listing Rules requires the company to hold an election of directors each year and there is no director required to retire under (1) or (2) above or standing for election at the annual general meeting, the director who has been longest in office since his or her last election, but, as between persons who were elected as directors on the same day, the director to retire must be determined by lot, unless they otherwise agree between themselves.

Unless re-elected, a director due to retire at an annual general meeting retains office until the conclusion of the meeting. The company must hold an election of directors each year for so long as the ASX Listing Rules require it.

(h) The managing director is exempted from having to retire by rotation at an annual general meeting as noted above (but if there is more than 1 managing director, only 1 is exempted from having to retire by rotation).
(i) A retiring director is eligible for re-election.

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(j) The company may, at a general meeting at which a director retires, by resolution fill the vacated office by electing a person to that office.
(k) A person is eligible for election as a director at a general meeting of the company only if:
(1) the person is in office as a director immediately before that meeting;
(2) the person has been nominated by the directors for election at that meeting; or
(3) a nomination for election of the person as a director signed by a member (including the person) and a consent to nomination signed by the person has been lodged at the registered office of the company at least 30 business days before the general meeting.
(l) Where a majority of all directors consider that the continuance in office of a director would be, or would be likely to be, prejudicial to the interests of the company, the director may be suspended by resolution passed by that majority at a meeting of directors specifically convened for the purpose of considering the suspension. The suspended director may not take part in the business or affairs of the company during the period of suspension. The suspension may be terminated at any time by a resolution passed by a majority of all directors at a meeting of directors specifically convened for the purpose of considering termination of the suspension. The suspension will terminate at the end of 14 days from the date of the suspension unless within that period notice of a general meeting of the company to consider a resolution to remove the director from office is despatched to members and the meeting is convened to be held within 35 days from the date of despatch. In that case, the suspension will terminate at the conclusion of the meeting.

10. Remuneration and expenses of directors

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:
(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and
(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.
(b) The aggregate remuneration paid to or for the benefit of the directors must not exceed in a financial year of the company $200,000 or such other sum as the members may by resolution approve. This limitation does not apply to:
(1) any amount paid or payable noted in (c) or (d) below;
(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with the constitution; or
(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.
(c) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.
(d) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

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(e) The directors may resolve that the company:
(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;
(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and
(3) enter into a contract with the director to provide for any of these benefits.

Any such amount is not subject to the limitation noted above.

11. Indemnity

(a) The Company indemnifies:
(1) each person who is or has been an officer of the company against certain liabilities incurred by the person as such an officer; and
(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified.
(b) These indemnities exclude any liability against which the company is precluded by law from indemnifying the person.

12. Insurance

The Company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

13. Distribution of surplus on winding up

(a) Subject to the constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:
(1) the debts and liabilities of the company; and
(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

(b) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution. If the effect of this reduction would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.
(c) If the company is wound up, the liquidator may, with the sanction of a special resolution:
(1) divide among the members the whole or any part of the property of the company; and

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(2) determine how the division is to be carried out as between the members or different classes of members.

14. Modifying the constitution

The Company’s constitution may be modified by special resolution, that is a resolution that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.

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AI assistant

TASFOODS LIMITED — Proxy Solicitation & Information Statement 2015

65912_rns_2015-10-12_54435d0a-b283-435d-af8c-1f14add0081e.pdf

Company Announcements

For Immediate Release

ASX Code: ONC

ONCARD INTERNATIONAL LIMITED (THE “COMPANY”)

NOTICE OF GENERAL MEETING DOCUMENTS

Ends.

OnCard International Limited ACN 084 800 902

Notice of general meeting

Resolution 1 — issue of shares to Meander Valley sellers

Resolution 2 — issue of shares under share purchase plan

Resolution 3 — issue of shares under placement offer

Resolution 4 — approval of OnCard ESOP

Resolution 5 — acquisition of options by Rob Woolley

Resolution 6 — acquisition of options by Roger McBain

Resolution 7 — acquisition of options by Tony Robinson

Resolution 8 — acquisition of options by Tom Woolley

Resolution 9 — modification of Company’s constitution

Resolution 10 — change of Company’s name

By order of the board

Mark Licciardo

Notes:

Voting exclusion statement:

Explanatory statement

1. General information

2.

Resolution 1 — issue of shares to Meander Valley sellers

2.1

Background

2.2 Rule 7.4 of ASX Listing Rules

2.3 Directors’ recommendation

3. Resolution 2 — issue of shares under share purchase plan

3.1 Share purchase plan

Shortfall

3.2 ASIC class order relief

3.3 Rule 7.1 of ASX Listing Rules

3.4 ASX waiver

Rule 7.3.8 of the ASX Listing Rules

Rule 10.11 of the ASX Listing Rules

3.5 Directors’ interests and intentions

3.6 Directors’ recommendation

4. Resolution 3 — issue of shares under placement offer

4.1 Placement offer

4.2 Rule 7.1 of ASX Listing Rules

4.3 Directors’ recommendation

5. Resolution 4 — approval of OnCard ESOP

5.1 Background

5.2 Terms of OnCard ESOP

Terms of options

5.3 Parts 2J.2 and 2J.3 of the Corporations Act

5.4 Exception 9 of rule 7.2 of the ASX Listing Rules

5.5 Directors’ recommendation

6. Resolutions 5 to 7 — acquisition of options by directors

6.1 Background

6.2 Section 208 of the Corporations Act

Valuation of the financial benefit

Reasons

Alternatives

Existing interests

Dilution effect

Control of Company

6.3 Rule 10.14 of the ASX Listing Rules

6.4 Rule 7.1 of the ASX Listing Rules

6.5 No other information

6.6 Interests of directors in resolutions 5 to 7

6.7 Directors’ recommendation

7. Resolution 8 — acquisition of options by Tom Woolley

7.1 Background

7.2 Section 208 of the Corporations Act

Valuation of the financial benefit

Reasons

Alternatives

Existing interests

Dilution effect

Control of Company

7.3 Rule 10.14 of the ASX Listing Rules

7.4 Rule 7.1 of the ASX Listing Rules

7.5 No other information

TASFOODS LIMITED Proxy Solicitation & Information Statement 2015