TESORO GOLD LTD — AGM Information 2016

Oct 25, 2016

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NOTICE OF ANNUAL GENERAL MEETING PLUKKA LTD ACN 106 854 175

TIME: 3pm AEDT DATE: Tuesday, 29 November 2016 PLACE: Level 42, Rialto South Tower 525 Collins St Melbourne VIC 3000

Important notice

This Notice of Meeting should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the Annual General Meeting of Plukka Limited to assist shareholders to determine how to vote on the resolutions set out in the accompanying Notice of Meeting.

Should you wish to discuss any of the matters detailed in this Notice of Meeting, please do not hesitate to contact the Company Secretary on +61 3 9614 2444 or charly@secpluslegal.com.

Contents

Page

Business of the Annual General Meeting (setting out the proposed resolutions) 4 Explanatory Memorandum (explaining the proposed resolutions) 7 Glossary 17 Annexure A 18 Proxy Form Attached

Notice of Annual General Meeting

of Shareholders of Plukka Limited

Notice is given that the annual general meeting of shareholders of Plukka Limited (ACN 106 854 175) ( Plukka or the Company ) will be held:

• on Tuesday, 29 November 2016 at 3pm AEDT

• at the offices of Coghlan Duffy & Co at Level 42, Rialto South Tower, 525 Collins St, Melbourne VIC 3000

Important Information

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7pm AEDT on 27 November 2016.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting online

To vote online, please go to www.https://investor.automic.com.au/#/loginsah and follows the instructions on your Proxy Form.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the Resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the Resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the Resolution,

the chair of the meeting is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the meeting.

Corporate representatives

A shareholder that is a body corporate may appoint an individual to act as its representative at the meeting by providing a duly executed Certificate of Appointment of Corporate Representative. Unless otherwise specified in the Certificate, the representative may exercise all or any of the powers that the body corporate may exercise at the meeting or in voting on a resolution. A Certificate is available upon request from the share registry.

Appointments may be lodged in advance of the meeting with the Company’s share registry, or handed in at the Meeting when registering.

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BUSINESS OF THE ANNUAL GENERAL MEETING Ordinary business

1. Financial Statements And Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016, including the financial statements, Director’s Report, the Remuneration Report and the auditor’s report.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non-binding resolution :

“ THAT , for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2016.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member,

(each a Restricted KMP Voter ).

However, a Restricted KMP Voter may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the Restricted KMP Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (d) the Restricted KMP Voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of director – Francis Gouten

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“ THAT Francis Gouten, having retired from his office as Director in accordance with Article 14.2 of the Company’s constitution and ASX Listing Rule 14.4, and being eligible, having offered himself for election, be elected as a Director of the Company.”

The Chairman intends to vote all undirected proxies in favour of this Resolution.

4. Resolution 3 – Re-election of director – Natalia Obolensky

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“ THAT Natalia Obolensky, having retired from her office as Managing Director in accordance with Article 14.4 of the Company’s constitution and ASX Listing Rule 14.4, and being eligible, having offered herself for election, be elected as a Director of the Company.”

The Chairman intends to vote all undirected proxies in favour of this Resolution.

5. Resolution 4 – Approval of prior issue of options

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“ THAT , for the purposes of ASX Listing Rule 7.4, approval is given in respect of the issue of 540,000 Options in the Company to an unrelated consultant on 28 January 2016 on the terms and conditions as set out in the Explanatory Memorandum.”

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Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any person who participated in the issue of Options under this Resolution and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair 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.

The Chairman intends to vote all undirected proxies in favour of this Resolution.

6.

Resolution 5 – Approval of prior issue of Performance Rights to Natalia Obolensky

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“ THAT , for the purposes of ASX Listing Rule 7.4 approval is given in respect of the issue of 12,904,892 Performance Rights in the Company to Natalia Obolensky, previously Chief Operating Officer, now Managing Director of the Company, on 3 March 2016, on the terms and conditions as set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Natalia Obolensky and any of her associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair 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.

7.

Resolution 6 – Approval of prior issue of Performance Rights to Ellen Chuang

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“ THAT , for the purposes of ASX Listing Rule 7.4 approval is given in respect of the issue of 3,005,994 Performance Rights in the Company to Ellen Chuang, Chief Operating Officer of the Company, on 29 July 2016, on the terms and conditions as set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Ellen Chuang and any of her associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair 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.

8.

Resolution 7 – Approval of Employee Share Option Plan

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“ THAT for the purposes of ASX Listing Rule 7.2, Exception 9 and for all other purposes, Shareholders of the Company approve the Plukka Ltd Employee Share Option Plan and the issue of securities pursuant to that plan on the terms and conditions summarised in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel or a Director of the Company; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

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(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

9. Resolution 8 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution :

“ THAT , for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to ASX Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of equity securities under this Resolution and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair 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.

The Chairman intends to vote all undirected proxies in favour of this Resolution.

10. Other Business

To transact any other business which may legally be brought before the meeting.

Dated: 26 October 2016

By order of the Board

Charly Duffy

Company Secretary / Director

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. Financial Statements And Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.plukka.com/about-plukka/investor.

2. Resolution 1 – Adoption Of Remuneration Report

2.1 General

The Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

If at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report at two consecutive annual general meetings, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the re-election of the directors of the company ( Spill Resolution ), provided that a Spill Resolution was not put to vote at the first of those annual general meetings. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Person appointed as proxy	Where directions are given on	Where no directions are given on
	Proxy Form	Proxy Form
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

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2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

3.

Resolution 2 – Re-Election of Director – Francis Gouten

3.1 General

Article 14.2 of the Constitution requires that one third of the directors (rounded up to the nearest whole number) must retire at the Company's next annual general meeting. The director who has been longest in office since their last election is to retire and stand for re-election at the Meeting and, in the event that multiple persons became directors on the same day, the Director to retire shall be determined by drawing lots (unless otherwise agreed between themselves). Article 14.2 of the Constitution further allows such Director who retires to be eligible for re-election at that meeting.

Mr Francis Gouten and Ms Charly Duffy were each elected as Directors at a general meeting of members on 15 September 2015, subject to completion of the acquisition of TCH and readmission of the Company’s shares to the Official List of the ASX. Mr Worland was re-elected as Director at the last AGM held on 30 2015. Accordingly, Mr Gouten has offered to retire as Director at the Meeting and, being eligible, will stand for reelection.

Personal particulars for Mr Gouten are set out below.

3.2 Mr Francis Gouten

Francis has over 35 years’ experience in the luxury goods business. He was formerly Marketing Manager Cartier International, CEO Cartier Asia and General Manager Cartier France during the 1970’s when Cartier developed from an unknown brand with just a few boutiques to the brand it is today. In 2000, Francis was appointed CEO of Richemont Asia Pacific where he worked closely with some prestigious names in the business including Cartier, Van Cleef & Arpels, Piaget, Vacheron Constantin, Alfred Dunhill and JaegerLeCoultre. In 2006, he retired from Richemont and established Gouten Consulting to help luxury brands with their marketing and strategic development in Asia-Pacific and luxury real estate developers to position their new development within Greater China. Francis is the former Chairman of the Luxury Steering Committee of the French Chamber of Commerce and Industry in Hong Kong. He is also an Independent Non-Executive Director at three Hong Kong listed public companies, I.T. Limited, Natural Beauty Bio-Technology Limited and Louis XIII Holdings Limited.

Mr Gouten was last elected by shareholders on 15 September 2015 and took office as Director on 3 December 2015.

3.3 Board Recommendation

The Board (other than Mr Gouten) recommends that you vote in favour of this Resolution.

4. Resolution 3 – Re-Election of Director – Natalia Obolensky

4.1 General

Article 14.4 of the Constitution requires that, if a person has been appointed as a director by the Directors of the Company, that director must retire at the Company's next annual general meeting, and is eligible for reelection at that meeting.

Ms Obolensky was appointed as a Director on 29 April 2016, in conjunction with her appointment as Managing Director of the Company.

Personal particulars for Natalia Obolensky are set out below.

4.2 Ms Natalia Obolensky

Natalia has a strong history in business creation and growth markets having spent over five years with global management consultancy firm Bain & Co where she advised on corporate, finance, marketing, business development and organizational change for a number of multi-national clients. She was the founder and CEO of City Swish in London, an on demand beauty service business based in London that achieved 20% plus monthly growth over two years, and was sold to a competitor in early 2016.

Natalia has a MBA (INSEAD France) and a Bachelor degree in International Relations from Ivy League Brown University in Rhode Island.

Ms Obolensky was appointed to the Board on 29 April 2016.

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4.3 Board Recommendation

The Board (other than Ms Obolensky) recommends that you vote in favour of this Resolution.

5. Resolution 4 – Approval of Prior Issue of Options

5.1 General

On 28 January 2016, Plukka announced the issue of 540,000 Options to an unrelated consultant in lieu of USD$38,800 of fees for services rendered in relation to the Company’s readmission to the Official List of the ASX under the Company’s 15% placement capacity (the terms of which are set out in section 5.3 below).

The issue of the Options did not breach ASX Listing Rule 7.1.

Approval is now sought pursuant to ASX Listing Rule 7.4 for the issue of the Options which, if approved, will refresh the Company’s ability to issue that number of securities in the future without seeking shareholder approval in accordance with ASX Listing Rule 7.1.

5.2 ASX Listing Rules 7.1 and 7.4

Other than in respect of the exceptions prescribed under the ASX Listing Rules, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period to 15% of its issued share capital as at the date that is 12 months prior to the issue date.

ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of securities, provided the issue was not in breach of ASX Listing Rule 7.1. Shareholders are being asked to approve the issue of the abovementioned Options in accordance with ASX Listing Rule 7.4.

If Shareholders ratify the issue of Options under this Resolution, the Company’s capacity to issue further securities up to the 15% limit will be restored. The Directors consider it prudent to retain the flexibility to issue further securities if circumstances require and, accordingly, seek Shareholders’ approval to the issue of the Options as set out in this Resolution.

5.3 Technical Information required under the ASX Listing Rules

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• the number of Options for which Shareholder approval is being sought under this Resolution is 540,000;

• as the Options were granted in lieu of fees for services rendered in relation to the Company’s readmission to the Official List of the ASX, the Options were issued for nil consideration;

• the terms of the Options are as follows:

• exercise price of $0.20 per Option; and

• the Options will expire on 28 January 2019;

• the Options were issued to an unrelated consultant;

• no funds were raised by the issue of the Options. Any funds raised from the exercise of the Options will be used for working capital of the Company; and

• a voting exclusion statement is included in this Notice of Meeting.

5.4

Board Recommendation

The Board recommends that you vote in favour of this Resolution.

6.

Resolution 5 – Approval of Prior Issue of Performance Rights to Natalia Obolensky

6.1 General

On 3 March 2016, Plukka announced the appointment of Natalia Obolensky as Chief Operating Officer of the Plukka business. Pursuant to the services agreement with Ms Obolensky, the Company issued to Ms Obolensky 12,904,892 Performance Rights as a significant part of her remuneration package, under the Company’s 15% placement capacity (the terms of which are set out in section 6.3 below).

Ms Obolensky was not a related party of the Company at the date of issue of the Performance Rights and accordingly, ASX Listing Rule 10.11 did not apply and the Performance Rights were issued under ASX Listing Rule 7.1.

Approval is now sought pursuant to ASX Listing Rule 7.4 for the issue of the Performance Rights which, if approved, will refresh the Company’s ability to issue that number of securities in the future without seeking shareholder approval in accordance with ASX Listing Rule 7.1.

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6.2

6.4

ASX Listing Rules 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 5.2 of the Explanatory Memorandum above.

Shareholders are being asked to approve the issue of the abovementioned Performance Rights in accordance with ASX Listing Rule 7.4.

If Shareholders ratify the issue of Performance Rights under this Resolution, the Company’s capacity to issue further securities up to the 15% limit will be restored. The Directors consider it prudent to retain the flexibility to issue further securities if circumstances require and, accordingly, seek Shareholders’ approval to the issue of the Performance Rights as set out in this Resolution.

6.3

Technical Information required under the ASX Listing Rules

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• the maximum number of Performance Rights for which Shareholder approval is being sought under this Resolution is 12,904,892;

• the Performance Rights were issued for nil cash consideration. The Performance Rights were granted in lieu of a significant portion of Ms Obolensky’s remuneration package;

• the terms of the Performance Rights are as follows:

• 6,416,142 Performance Rights ( Performance Based Rights ) convertible into Shares on a 1:1 basis subject to the satisfaction of (amongst other things) the following performance milestones:

  • § 2,138,714 Performance Based Rights convertible into Shares on the achievement of sales revenue by the Company during any 3 month reporting period that ends on or prior to 1 December 2017 that equals or exceeds $2,500,000;

  • § 2,138,714 Performance Based Rights convertible into Shares upon the 20-day VWAP of the Company’s Shares on the ASX equals or exceeds $0.50 at any time on or prior to 1 December 2017; and

  • § 2,138,714 Performance Based Rights convertible into Shares on the achievement of consolidated EBIT by the Company during any 3 month reporting period that ends on or prior to 1 December 2018 that equals or exceeds $1,250,000; and

• 6,488,750 Performance Rights convertible into Shares on a 1:1 basis subject to the achievement of continuous service conditions over a three-year period ( Time Based Rights ) as follows:

  • § subject to the Overarching Conditions (defined below), the Time Based Rights will convert into Shares on a 1:1 basis every three months during the first three years of Ms Obolensky’s tenure; and

  • § the conversion of any Performance Right issued to Ms Obolensky into a Share is also conditional on Ms Obolensky being employed by, and not being in breach of any obligation owed to, the Company (or its subsidiary) as at each date on which the Time Based Rights are eligible to convert and Ms Obolensky consenting to the conversion of the relevant Time Based Rights ( Overarching Conditions );

• the Performance Rights were issued to Natalia Obolensky;

• no funds were raised by the issue of the Performance Rights as they were issued as a part Natalia Obolensky’s remuneration package under her services agreement relating to her appointment as Chief Operating Officer of the Company in March 2016; and

• a voting exclusion statement is included in the Notice of Meeting.

Board Recommendation

The Board (other than Ms Obolensky) recommends that you vote in favour of this Resolution.

7.

Resolution 6 – Approval of Prior Issue of Performance Rights to Ellen Chuang

7.1 General

On 29 July 2016, Plukka announced the appointment of Ellen Chuang as Chief Operating Officer of the Company. The Company issued to Ms Chuang 3,005,994 Performance Rights as a significant part of her remuneration package under the Company’s 15% placement capacity (the terms of which are set out in section 7.3 below).

The issue of the Performance Rights to Ms Chuang did not breach ASX Listing Rule 7.1.

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7.2

Approval is now sought pursuant to ASX Listing Rule 7.4 to the issue of the Performance Rights which, if approved, will refresh the Company’s ability to issue that number of securities in the future without seeking shareholder approval in accordance with ASX Listing Rule 7.1.

ASX Listing Rules 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 5.2 of the Explanatory Memorandum above.

Shareholders are being asked to approve the issue of the abovementioned Performance Rights in accordance with ASX Listing Rule 7.4.

If Shareholders ratify the issue of Performance Rights under this Resolution, the Company’s capacity to issue further securities up to the 15% limit will be restored. The Directors consider it prudent to retain the flexibility to issue further securities if circumstances require and, accordingly, seek Shareholders’ approval to the issue of the Performance Rights as set out in this Resolution.

7.3

Technical Information required under the ASX Listing Rules

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• the maximum number of Performance Rights for which Shareholder approval is being sought under this Resolution is 3,005,994;

• the Performance Rights were issued for nil cash consideration as they were issued as a part Ms Chuang’s remuneration package under her services agreement;

• the terms of the Performance Rights are as follows:

• 1,502,994 Performance Rights ( Performance Based Rights ) convertible into Shares on a 1:1 basis subject to the satisfaction of (amongst other things) the following performance milestones:

  • § 500,998 Performance Based Rights convertible into Shares on the achievement of sales revenue by the Company during any 3 month reporting period that ends on or prior to 1 December 2017 that equals or exceeds $2,500,000;

  • § 500,998 Performance Based Rights convertible into Shares upon the 20-day VWAP of the Company’s Shares on the ASX equals or exceeds $0.50 at any time on or prior to 1 December 2017; and

  • § 500,998 Performance Based Rights convertible into Shares on the achievement of consolidated EBIT by the Company during any 3 month reporting period that ends on or prior to 1 December 2018 that equals or exceeds $1,250,000; and

• 1,503,000 Performance Rights convertible into Shares on a 1:1 basis subject to the achievement of continuous service conditions over a three-year period ( Time Based Rights ) as follows:

  • § subject to the Overarching Conditions (defined below), the Time Based Rights will convert into Shares on a 1:1 basis every three months during the first three years of Ms Chuang’s tenure; and

  • § the conversion of any Performance Right issued to Ms Chuang into a Share is also conditional on Ms Chuang being employed by, and not being in breach of any obligation owed to, the Company (or its subsidiary) as at each date on which the Time Based Rights are eligible to convert and Ms Chuang consenting to the conversion of the relevant Time Based Rights ( Overarching Conditions );

• the Performance Rights were issued to Ellen Chuang;

• no funds were raised by the issue of the Performance Rights as they were issued in lieu of a significant portion of Ellen Chuang’s remuneration package; and

• a voting exclusion statement is included in the Notice of Meeting.

7.4 Board Recommendation

The Board recommends that you vote in favour of this Resolution.

8. Resolution 7 – Approval Of Employee Share Option Plan

8.1 General

This Resolution seeks Shareholder approval for the adoption of an Employee Share Option Plan ( Option Plan ). The objective of the Option Plan is to attract, incentivise, motivate and retain key employees and to provide those persons with the opportunity to participate in the future growth of the Company.

ASX Listing Rule 7.1 prohibits an entity from issuing or agreeing to issue Equity Securities in any 12 month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities.

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8.2 Board Recommendation

However ASX Listing Rule 7.2, exception 9(b) provides that ASX Listing Rule 7.1 does not apply in relation to, among other things, an issue under an employee incentive scheme if within 3 years before the date of the issue the holders of the entity’s ordinary securities approve the issue of securities under the scheme as an Exception to ASX Listing Rule 7.1.

The ASX Listing Rules define “employee incentive scheme” as:

• (a) a scheme for the issue or acquisition of equity securities in an entity to be held by, or for the benefit of, participating employees or non-executive directors of the entity or a related entity; or

• (b) a scheme which, in ASX’s opinion, is an employee incentive scheme.

Under the ASX Listing Rules, Equity Securities include options over issued or unissued shares in an entity. The Option Plan is therefore an employee incentive scheme for the purposes of the ASX Listing Rules.

If this Resolution is passed, Options issued under the Option Plan during the next 3 years will be excluded in determining the 15% limit under ASX Listing Rule 7.1. This would assist the Company should it require additional fundraising flexibility.

The following information is provided for the purposes of ASX Listing Rule 7.2 Exception 9(b):

• (a) a summary of the terms of the Option Plan is outlined in Annexure A and a full copy of the Option Plan is available for inspection at the Company’s registered office until the date of the Annual General Meeting; and

• (b) as this is the first approval of the Option Plan, no have previously been issued under this Option Plan.

The Board recommends that Shareholders vote in favour of this Resolution.

9. Resolution 8 – Approval of 10% Placement Capacity

9.1 General

ASX Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue equity securities (which term has the meaning given to it in the ASX Listing Rules) to up to 10% of its issued capital over a period up to 12 months after its annual general meeting ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the capacity to issue securities under ASX Listing Rule 7.1 without shareholder approval.

If Shareholders approve this Resolution, the number of equity securities Plukka may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to section 9.2 below).

This Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the meeting (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) must be in favour of this Resolution for it to be passed.

9.2 ASX Listing Rule 7.1A

The ASX Listing Rules provide that an entity that satisfies both of the following tests may seek shareholder approval under ASX Listing Rule 7.1A:

• (a) the entity is not included in the S&P/ASX 300 Index; and

• (b) the entity’s market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) is not greater than $300,000,000.

Plukka is not included in the S&P/ASX 300 Index and has a market capitalisation, as at 19 October 2016, of approximately $5.3 million.

Any equity securities issued in reliance of ASX Listing Rule 7.1A must be in the same class as an existing class of quoted equity securities. Plukka currently has one class of equity securities on issue which are quoted, being the Shares.

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(1) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

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• (2) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (3) plus the number of Shares issued in the previous 12 months with the approval of shareholders under ASX Listing Rules 7.1 and 7.4; and

• (4) less the number of Shares cancelled in the previous 12 months.

D is 10%.

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Shares under ASX Listing Rule 7.1 or 7.4.

9.3 Information required by ASX Listing Rule 7.1A

ASX Listing Rule 7.3A requires the following information to be provided in relation to a resolution under ASX Listing Rule 7.1A:

8.3.1 Minimum Price

The minimum price at which the equity securities may be issued is 75% of the VWAP of equity securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the equity securities are to be issued is agreed; or

• (b) if the equity securities are not issued within 5 ASX trading days of the date in paragraph (a) above, the date on which the equity securities are issued.

8.3.2 10% placement period

The equity securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of:

• (a) 12 months after the date of the Annual General Meeting; or

• (b) the date of approval by shareholders of any transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of the Company’s activities) or ASX Listing Rule 11.2 (disposal of the Company’s main undertaking),

or such longer period if allowed by ASX.

8.3.3 Risk of voting dilution

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of shareholders who do not receive any Shares under the issue.

If this Resolution is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below, in the circumstances set out in the table below.

The table below shows the dilution of existing shareholders on the basis of the closing price of the Shares on the ASX on 19 October 2016 ( Closing Price ) and the number of Shares for variable A, calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the date of this notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) has increased by 50% and by 100% and the economic dilution where the issue price of Shares issued under the 10% Placement Capacity is 50% less than the Closing Price and 100% greater than the Closing Price.

Variable A in ASX Listing Rule 7.1A.2		Dilution
		0.018	0.035	0.070
		50% decrease in Issue Price	Issue Price	100% increase in Issue Price
Current Variable A=	10% voting dilution (Shares to be issued under 7.1A)	15,138,059	15,138,059	15,138,059
151,380,587	Funds raised	$264,916.033	$529,832.065	$1,059,664.130

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50% increase in Current Variable A=	10% voting dilution (Shares to be issued under 7.1A)	22,707,089	22,707,089	22,707,089
227,070,881	Funds raised	$397,374.058	$794,748.115	$1,589,496.230
100% increase in Current Variable A=	10% voting dilution (Shares to be issued under 7.1A)	30,276,118	30,276,118	30,276,118
302,761,174	Funds raised	$529,832.065	$1,059,664.130	$2,119,328.260

The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under ASX Listing Rule 7.1.

The table above has been prepared on the basis of the following assumptions:

• (a) the Issue Price set out in the table is the closing price of the Shares on the ASX on 19 October 2016;

• (b) the Company issues the maximum possible number of equity securities under the 10% Placement Capacity;

• (c) no rights convertible into Shares are exercised;

• (d) the Company has not issued any equity securities in the 12 months prior to the date of the Annual General Meeting that were not issued under an exception in ASX Listing Rule 7.2 or which were not approved under ASX Listing Rule 7.1 or 7.4 and that Resolution 4 of this Notice is approved by Shareholders;

• (e) this table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1; and

• (f) the issue of equity securities under the 10% placement facility consists only of Shares.

Shareholders should note that there is a risk that:

• (a) the market price for the Shares may be significantly lower on the issue date than on the date of the Annual General Meeting; and

• (b) the equity securities issued under the 10% Placement Capacity may be issued at a price that is at a discount to the market price for the Shares on the date of issue or the equity securities may be issued as part of the consideration for the acquisition of an asset,

which may affect the amount of funds raised by the issue.

Shareholders should also note that the calculations in the table do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

8.3.4 Purpose of Issue under 10% Placement Capacity

The Company may issue equity securities under the 10% Placement Capacity for the following purposes:

• (a) as cash consideration in which case the Company intends to use funds raised for either or both of working capital purposes or to fund growth opportunities; or

• (b) as non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

• 8.3.5 Allocation under the 10% Placement Capacity

The allottees of the equity securities to be issued under the 10% Placement Capacity will depend on prevailing market conditions and will be determined on a case by case basis. However, the allottees of equity securities could consist of current shareholders, new investors or both. Allottees may also include vendors of assets into the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (a) the purpose of the issue;

• (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing shareholders may participate;

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• (c) the effect of the issue of the equity securities on the control of the Company;

• (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (e) prevailing market conditions; and

• (f) advice from corporate, financial and broking advisers (if applicable).

9.4 Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained approval under ASX Listing Rule 7.1A. The following information is provided in accordance with ASX Listing Rule 7.3A.6:

• (a) During the 12 months preceding the date of the Meeting, being on and from 29 November 2015, the Company issued a total of 16,450,886 equity securities representing 9% of the equity securities on issue at the commencement of this 12 month period;

• (b) The equity securities issued in the 12 month period are set out in the following table:

Date	Date	Quantity	Class	Recipient(s) or the basis upon which recipient(s) were determined	Issue price	Closing Market Price on date of issue 1	% Discount/ Premium to Closing Price on date of issue	Consideration
28 January 2016		540,000	Options (Exercise price of $0.20; expiring 28 January 2019)	An unrelated consultant	Nil	$0.16	N/A	Non-cash: •Issued in lieu of USD$38,800 of fees for services provided to the Company. •Current value of non-cash consideration paid: $3,456
3 March 2016		6,416,142	Performance Based Rights	Natalia Obolensky	Nil	$0.145	N/A	Non-cash: •Issued as part remuneration and long term incentive under services agreement. •Current value of non-cash consideration paid: nil 2
3 March 2016		6,488,750	Time Based Rights	Natalia Obolensky	Nil	$0.145	N/A	Non-cash: •Issued as part remuneration and long term incentive under services agreement. • Current value of non-cash consideration paid: $237,625.81 3
29 July 2016		1,502,994	Performance Based Rights	Ellen Chuang	Nil	$0.05	N/A	Non-cash: •Issued as part remuneration and long term incentive under services agreement. •Current value of non-cash consideration paid: nil 2
29 July 2016		1,503,000	Time Based Rights	Ellen Chuang	Nil	$0.05	N/A	Non-cash: •Issued as part remuneration and long term incentive under services agreement. •Current value of non-cash consideration paid: $55,346.25 3

Notes

1 The Closing Market Price is considered to be the closing market price on the last trading day on which a sale was recorded prior to the date of issue of the relevant equity securities.

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2 In accordance with the applicable accounting treatment, the Performance Based Rights are currently valued at nil. Please refer to Note 21 in the Financial Statements for further information.

3 The Time Based Rights valuation represents the present value of shares to be issued as those Time Based Rights vest assuming a share price of $0.035 per share at each tranche of performance rights vest and applying an interest rate of 1.93% (being the interest rate applied under a Black & Scholes valuation) over the remaining vesting period applicable to those Time Based Rights.

9.5 Voting exclusion statement

A voting exclusion statement is included in the notice. As at the date of the notice, Plukka has not approached any existing Shareholder, security holder or an identifiable class of existing security holders to participate in the issue of any equity securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholder’s votes will be excluded under the voting exclusion in the notice.

9.6 Board Recommendation

The Board recommends that you vote in favour of this Resolution.

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Glossary

$ means Australian dollars.

10% Placement Capacity has the meaning ascribe to it in section 9.1 of the Explanatory Memorandum.

AEDT means Australian Eastern Daylight Savings Time as observed in Melbourne, Victoria, Australia.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company or Plukka means Plukka Ltd ACN 106 854 175.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EBIT means earnings before interest and taxes.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

Financial Statements means the financial statements set out in the Company’s annual financial report for the year ended 30 June 2016.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

Option Plan has the meaning ascribed to it in section 8.1 of the Explanatory Memorandum.

Options means an option to subscribe for Shares in the capital of the Company.

Performance Rights means performance rights convertible into Shares in the capital of the Company upon performance of the nominated milestone(s).

Prospectus means the prospectus of the Company dated 21 October 2015.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2016.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

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Annexure A – Summary of terms of Employee Share Option Plan

The Board has adopted the Option Plan to allow eligible participants to be granted Options to acquire Shares in the Company. The principal terms of the Option Plan are summarised below.

• (a) Eligibility and Grant of Options : The Board may grant Options to any Director, full or part time employee, or casual employee, consultant or contractor who falls within ASIC Class Order 14/1000, of the Company or an associated body corporate ( Eligible Participant ). The Board may also offer Options to a prospective Eligible Participant provided the Offer can only be accepted if they become an Eligible Participant. Options may be granted by the Board at any time.

• (b) Consideration : Each Option granted under the Plan will be granted for nil or no more than nominal cash consideration.

• (c) Conversion : Each Option is exercisable into one Share in the Company ranking equally in all respects with the existing issued Shares in the Company.

• (d) Exercise Price and Expiry Date : The exercise price and expiry date for Options granted under the Plan will be determined by the Board prior to the grant of the Options.

• (e) Exercise Restrictions : The Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Options ( Vesting Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Options.

• (f) Lapsing of Options : An unexercised Option will lapse:

• (i) on its Expiry Date;

• (ii) if any Vesting Condition is unable to be met and is not waived, as determined by the Board;

• (iii) upon a Participant becoming a Bad Leaver, unless otherwise determined by the Board; or

• (iv) subject to the Board’s discretion, where the Eligible Participant ceases to be an Eligible Participant.

• (g) Disposal of Options : Options will not be transferable except to the extent the Plan or any offer provides otherwise.

• (h) Buy-Back or Cancellation : The Company may, at any time:

• (i) buy back any Shares where a Participant has become a Former Participant; or

• (ii) cancel a Participant’s Shares, Options, Performance Rights and/or Plan Shares on a specified date or on the occurrence of a particular event, provided that the Board and the Participant agree in writing.

• (i) Quotation of Options : Options will not be quoted on the ASX, except to the extent provided for by the Plan or unless an offer provides otherwise.

• (j) Trigger Events : Upon certain trigger events, being a change in control of the Company (including by takeover or entry into a scheme of arrangement), the Board may determine that any Option which has not at that time become exercisable or lapsed, becomes exercisable.

• (k) Participation in Rights Issues and Bonus Issues : There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

• (l) Reorganisation : The terms upon which Options will be granted will not prevent the Options being reorganised as required by the ASX Listing Rules on the re-organisation of the capital of the Company.

• (m) Limitations on Offers : The Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Options offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by ASIC Class Order 14/1000 or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.

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