TESORO GOLD LTD — AGM Information 2018

Oct 21, 2018

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NOTICE OF ANNUAL GENERAL MEETING

TIME: 11:00 am AEDT DATE: Wednesday, 28 November 2018 PLACE: Offices of Coghlan Duffy & Co Level 42, Rialto South Tower 525 Collins St Melbourne VIC 3000

Important notice

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

Contents

Page

Business of the Annual General Meeting (setting out the proposed resolutions) 4 Explanatory Memorandum (explaining the proposed resolutions) 6 Glossary 12 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 Wednesday, 28 November 2018 at 11:00 am 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 7:00 pm (AEDT) on Monday, 26 November 2018.

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 https://investor.automic.com.au/#/loginsah and follow 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; and

• 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.

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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, 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 the Meeting; and

• the appointed proxy is not the Chair; 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 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 ( Certificate ). 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 Report of the Company for the financial year ended 30 June 2018, including the financial statements, Directors’ 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 Report for the financial year ended 30 June 2018.”

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 – MR JOHN TOLL

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

“ THAT Mr John Toll, having retired from his office as Director in accordance with Article 14.2 of the Constitution and ASX Listing Rule 14.4, and being eligible, having offered himself for election, be elected as a Director of the Company.”

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

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR PETER RUSE

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

“ THAT Mr Peter Ruse, having been appointed as a Director on 12 June 2018 in accordance with Article 14.4 of the Constitution, and being eligible, having offered himself for election, be elected as a Director of the Company.”

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

5. RESOLUTION 4 – ELECTION OF DIRECTOR – MR CAMERON WILLIAMS

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

“ THAT Mr Cameron Williams, having been appointed as a Director on 12 June 2018 in accordance with Article 14.4 of the Constitution, and being eligible, having offered himself for election, be elected as a Director of the Company.”

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

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6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an 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 in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of equity securities under this Resolution, except a benefit solely by reason of being 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 Chair intends to vote all undirected proxies in favour of this Resolution.

7. OTHER BUSINESS

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

Dated: 22 October 2018 By order of the Board

Charly Duffy Company Secretary

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2.3 Previous voting results

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 Report of the Company for the financial year ended 30 June 2018 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 Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at www.plukka.com/about-plukka/investor.

Shareholders will be given a reasonable opportunity to ask questions and make comments on the reports, and on the management of the Company and ask questions to the auditor.

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 other Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report. The Chair 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

Under the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at two consecutive annual general meetings, at least 25% of the votes cast on a resolution in respect of a remuneration report vote against the adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to a vote. 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. If a Spill Resolution is put to shareholders, 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 re-election at the Spill Meeting. Following the Spill Meeting, each person whose election or re-election as a director of the company was approved will continue as a director of the company.

At Plukka’s previous annual general meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25% of the votes cast. Accordingly, a Spill Resolution is not required 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 Proxy Form	Where no directions are given on Proxy Form
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of proxy if expressly authorised to do so under the Proxy Form4
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 that Key Management Personnel.

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 the Chair.

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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 – JOHN TOLL

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 a Director who retires to be eligible for re-election at that meeting.

Mr John Toll was first appointed as a Director on 3 October 2017, and formally re-elected as a Director at a general meeting of members on 30 November 2017. Mr Toll, as the longest serving Director since his election, will retire as a Director at the Meeting and, being eligible, will stand for re-election.

Personal particulars for John Toll are set out below.

3.2 Mr John Toll

John brings valuable experience as a partner of Azure Capital Limited, a leading corporate advisory firm based in Perth, Western Australia. John has over 10 years’ experience in corporate advisory, focusing mainly on equity financing transactions across a range of industries including mining, technology, general industrials, biotech and infrastructure. He has advised local and international clients on transactions ranging from private capital raisings for early stage companies through to strategic and transformation capital raising for established businesses.

3.3 Board Recommendation

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

4. RESOLUTION 3 – ELECTION OF DIRECTOR – PETER RUSE

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 before the Company’s next annual general meeting, and, being eligible, may stand for election at that meeting.

Mr Ruse was appointed as a Director by the Board under Article 14.4 of the Constitution on 12 June 2018. Personal particulars for Peter Ruse are set out below.

4.2 Mr Peter Ruse

Peter brings a broad range of private and public equity markets experience as a Director/Portfolio Manager of ALR Investments Pty Limited, a Western Australian family office investment company. Peter is a finance professional with over 10 years of extensive experience in Equity Funds Management and Private/Institutional Wealth Management specialising in Technology and Mining/Minerals related sectors. Peter is also a Director of Mont Royal Resources Pty Limited, a Canadian focused mineral exploration company. Peter holds a Bachelor of Commerce degree from the University of Notre Dame Australia as well as a Graduate Certificate of Applied Finance and Investment.

4.3 Board Recommendation

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

5. RESOLUTION 4 – ELECTION OF DIRECTOR – CAMERON WILLIAMS

5.1 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 before the Company’s next annual general meeting, and, being eligible, may stand for election at that meeting.

Mr Williams was appointed as a Director by the Board under Article 14.4 of the Constitution on 12 June 2018. Personal particulars for Cameron Williams are set out below.

5.2 Mr Cameron Williams

Cameron is an Associate Director and part of the founding team at the Perth and Hong Kong-based institutional stockbroking and advisory firm, Ashanti Capital. Cameron has extensive skills and experience advising on capital raisings, having been a key team member on a large number of IPOs and secondary market capital

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raisings. Cameron holds a Bachelor of Commerce degree from the University of Western Australia as well as a Graduate Diploma in Applied Finance.

5.3 Board Recommendation

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

6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 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 the earlier of 12 months after its annual general meeting or the date shareholders approve a transaction under Listing Rule 11.1.2 or Listing Rule 11.2 ( 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 the Company may issue under its 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 6.2 below). This Resolution is a Special Resolution.

6.2 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.

The Company is not included in the S&P/ASX 300 Index. The Company’s shares have been suspended from quotation since 28 September 2018, being the date that it entered into a trading halt and subsequently suspension. Accordingly, the Company has calculated its market capitalisation using the closing price of the Shares on ASX on the last trading day before the Shares were suspended from quotation, being 27 September 2018. On this basis, the Company has a market capitalisation, as at 27 September 2018, of approximately $1.93 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. The Company currently has one class of equity securities on issue which are quoted, being the Shares.

ASX Listing Rule 7.1A.2 provides that an eligible entity which has obtained shareholder approval at an annual general meeting may issue or agree to issue, during the period of the approval, 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;

• (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.

6.3 Information required by ASX Listing Rule 7.1A

ASX Listing Rule 7.3A requires the following information to be provided in relation to Resolution 5:

6.3.1 Minimum Price

The minimum price at which the equity securities may be issued under the 10% Placement Capacity is 75% of the VWAP of equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded on the ASX immediately before:

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• (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 trading days of the date in paragraph (a) above, the date on which the equity securities are issued.

6.3.2 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).

As announced by the Company on 4 October 2018, the Company has entered into a binding share sale and purchase agreement pursuant to which it has agreed, subject to the satisfaction of certain conditions precedent, to acquire 100% of two separate entities collectively known as The Food Box ( Acquisition ). As part of the Acquisition, the Company will be required to:

• (a) obtain Shareholder approval at a general meeting, pursuant to ASX Listing Rule 11.1.2. The Company expects to hold the general meeting in mid-December 2018; and

• (b) re-comply with Chapters 1 and 2 of the ASX Listing Rules, pursuant to ASX Listing Rule 11.1.3 ( Recompliance ).

6.3.3 Risk of voting dilution

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive their pro rata interest in the Shares allotted 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 27 September 2018, being the last day of trading before the Company’s shares were suspended from trading ( 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
		$0.006	$0.011	$0.022
		50% decrease in Issue Price	Issue Price	100% increase in Issue Price
Current Variable A = 175,535,232	10% voting dilution (Shares to be issued under 7.1A)	17,553,524	17,553,524	17,553,524
	Funds raised	$96,544.38	$193,088.76	$386,177.53
50% increase in Current Variable A = 263,302,848	10% voting dilution (Shares to be issued under 7.1A)	26,330,285	26,330,285	26,330,285
	Funds raised	$144,816.57	$289,633.14	$579,266.27
100% increase in Current Variable A = 351,070,464	10% voting dilution (Shares to be issued under 7.1A)	35,107,047	35,107,047	35,107,047
	Funds raised	$193,088.76	$386,177.52	$772,355.03

The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that does 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 on ASX of the Shares on the last trading day before the Shares were suspended from quotation;

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

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

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• (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;

• (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 Capacity 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, both of 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.

6.3.4 Purpose of an 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, any or all of, working capital purposes and/or to fund growth opportunities; or

• (b) as non-cash consideration for the purpose of preserving the Company’s existing cash reserves. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

The Board does not currently intend to issue securities under the 10% Placement Capacity prior to Recompliance, however, the Directors consider it prudent to retain the flexibility and capacity to issue additional securities in accordance with ASX Listing Rules 7.1A if circumstances require, such as, in the event that Recompliance does not occur.

In the event that securities are issued under the 10% Placement Capacity prior to the Re-compliance, the Board advises that:

• (a) such securities may be subject to escrow restrictions imposed by ASX at the time of Re-compliance; and

• (b) ASX will consider whether any capital raising prior to Re-compliance is considered a ‘pre-emptive capital raising’ in accordance with ASX Guidance Note 12.

6.3.5 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;

• (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).

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 30 November 2017, the Company issued a total of 10,540,729 equity securities (including issues of Shares on conversion or

6.4 Previous approval under ASX Listing Rule 7.1A

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exercise of Performance Rights or Options) representing 6.02% 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	Quantity and class	Recipient(s) or the basis upon which recipient(s) were determined	Issue price	Closing market Price on date of **issue1 **	% Discount / Premium to Closing Price on date of issue	**Consideration2 **
22 December 2017	10,000,000 Shares	A nominee of John Toll, a non-executive Director	$0.005	$0.005	Nil	•Non-cash consideration : The Shares were issued as consideration for Mr Toll’s services as a Director. •Current value of non-cash consideration :$110,000
1 March 2018	540,729 Shares	CEO of the Company	Nil	$0.009	N/A	•Non-cash consideration : The Shares were issued upon the exercise of that number of time-based performance rights. •Current value of non-cash consideration : $4,866.56

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.

2 Non-cash consideration is based on the closing price of shares on 27 September 2018 of $0.011.

6.5 Voting exclusion statement

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

6.6 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 ascribed to it in section 6.1 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.

Annual Report means the annual financial report of the Company for the year ending 30 June 2018.

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.

Chair means the chairperson of the Meeting.

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.

Directors’ Report means the directors’ report contained in the Annual Report.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Financial Statements means the financial statements set out in the Company’s Annual Report.

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

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ Report contained in the Company’s Annual Report.

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

Restricted KMP Voter is one of the following persons who or on whose behalf a vote on a Resolution must not be cast (in any capacity):

• (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.

Re-compliance has the meaning ascribed to it in section 6.3.2 of the Explanatory Memorandum.

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

Share Registry means the share registry of the Company, being Automic Pty Ltd.

Shareholder means a holder of a Share.

Special Resolution means that 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 a Resolution for it to be passed.

Spill Meeting has the meaning ascribed to it in section 2.2 of the Explanatory Memorandum.

Spill Resolution has the meaning ascribed to it in section 2.2 of the Explanatory Memorandum.

VWAP means volume weighted average price.

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