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VECTION TECHNOLOGIES LTD — Board/Management Information 2022
Nov 30, 2022
66017_rns_2022-11-30_eb313972-9c33-43f2-8f32-8b984d52e7cd.pdf
Board/Management Information
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1 December 2022, Australia
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ASX RELEASE
Appointment of Executive Director and AGM share grant
Vection Technologies Ltd (ASX:VR1, OTC:VCTNY), the INTEGRATED XR[] company, is pleased to advise that, following Its 2022 Annual General Meeting, Mr Jacopo Merli has been appointed to the Board as an Executive Director, effective 30 November 2022.
Mr Jacopo Merli - Executive Director
Mr Merli is the founder and CEO of JMC Group, acquired by Vection during 2021. During the last ten years, Mr Merli expanded JMC’s focus as OEM partner for a ≈100B$ tech hardware giant within mission critical sectors including military, telco and broadcasting, becoming in 2019 one of their global suppliers. During his university career in aerospace engineering, Mr Merli joined as consultant to the Italian branch of a NASDAQ listed world leader in the design, manufacture and marketing of highperformance analog, mixed-signal and digital signal processor (DSP) and integrated circuits (ICs) acquiring key knowledge of large company management processes.
Summary of material terms of employment agreement
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Fixed annual remuneration: €64,000;
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Short-term incentive: up to €126,000 based on European business meeting sales targets;
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Long-term incentive: eligible for the Company's performance securities plan (with grants subject to shareholder approval). - Sign-on payment: nil
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Term: No fixed term, but subject to termination provisions in the employment agreement.
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Termination provisions: The employment may be terminated in the circumstances and on the terms described below:
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(a) Immediate termination for serious misconduct.
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(b) Termination on notice by Vection: The notice period is six months and Vection may make a payment in lieu of notice.
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(c) Resignation: The Executive may resign by giving six months' written notice.
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Restraint provisions: Option for Vection to restrict the Executive on being employed or engaged in any business or activity that competes with Vection for 24 months from termination in the EMEA region (Europe, Middle East, Africa).
The employment agreement also contains usual terms in respect of duties and responsibilities, conflicts of interest, hours of work, leave, confidential information, intellectual property, return of property, resignation from offices, monitoring and surveillance, privacy.
An Appendix 3X for Mr Merli is attached.
AGM share grant
Further to the Annual General Meeting, 2,867,529 Shares were approved to be issued to director Mr Gabriele Sorrento based on the US based Mindesk subsidiary meeting performance milestones.
An Appendix 3Y for Mr Sorrento is also attached and an Appendix 2A follows.
VECTION TECHNOLOGIES LTD
ASX:VR1; OTC:VCTNY | ACN: 614 814 041
WEBSITE
www.vection-technologies.com
GLOBAL OFFICES
PERTH | SYDNEY | SAN FRANCISCO | MILAN | BOLOGNA | ROME | BARI | ABU DHABI | AHMEDABAD
REGISTERED OFFICE
Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 - Australia
Page 1
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Notice pursuant to Section 708A(5)(e) of the Corporations Act 2001
The Corporations Act 2001 (“Act”) restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By giving this notice, the 2,867,529 fully paid ordinary shares issued as noted in the following Appendix 2A will fall within the exemption in section 708A(5) of the Act. Pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (“Corporations Act”), Vection Technologies Ltd (ASX:VR1) the Company) gives notice that:
a) the Company issued the shares without disclosure under Part 6D.2 of the Corporations Act; and
b) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and section 674 of the Corporations Act; and
c) as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.
ENDS
INVESTOR RELATIONS CONTACT DETAILS:
Edison: Company: Dan Ridsdale - Managing Director, TMT Gianmarco Biagi - Managing Director (Europe Based) Email: [email protected] Email: [email protected] Phone: +39 051 0142248 Gianmarco Orgnoni - Director and COO (Australia Based) Email: [email protected] Phone: +61 8 6380 7446
ABOUT VECTION TECHNOLOGIES:
Vection Technologies is a growing enterprise-focused company that helps businesses bridge the physical and digital worlds. We help organizations leverage their 3D data via powerful extended reality (XR) interfaces that foster collaboration and learning, grow sales and more.
Vection Technologies is listed on the Australian Securities Exchange (ASX) with ticker code VR1, and trades on the U.S. overthe-counter (OTC) markets under the symbol VCTNY.
For more information, please visit: www.vection-technologies.com
ASX release authorised by the Board of Directors of Vection Technologies Ltd.
VECTION TECHNOLOGIES LTD
ASX:VR1; OTC:VCTNY | ACN: 614 814 041
WEBSITE
www.vection-technologies.com
GLOBAL OFFICES
PERTH | SYDNEY | SAN FRANCISCO | MILAN | BOLOGNA | ROME | BARI | ABU DHABI | AHMEDABAD
REGISTERED OFFICE
Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 - Australia
Page 2
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.
Name of entity Vection Technologies Limited
ABN 93 614 814 041
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Mr Jacopo Merli |
|---|---|
| Date of appointment | 30 November 2022 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
65,290,021 Fully paid ordinary shares 4,195,611 Performance rights
- See chapter 19 for defined terms.
11/3/2002
Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving Note: Provide details of the circumstances giving rise to the relevant rise to the relevant interest. interest. Nil Nil
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Vection Technologies Limited
ABN 93 614 814 041
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Mr Gabriele Sorrento |
|---|---|
| Date of last notice | 29 April 2020 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Held via custodian (BNP Paribas Securities Services) on behalf of Director as beneficiary |
| Date of change | 1 December 2022 |
| No. of securities held prior to change | 22,257,873 fully paid ordinary shares 38,711,641 deferred consideration securities referred to on previous lodgement were never issued. |
| Class | Fully paid ordinary shares |
| Number acquired | 2,867,529 |
| Number disposed | nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
nil |
| No. of securities held after change | 25,125,402 Fully Paid Ordinary Shares |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Grant of Shares as approved at the Annual General Meeting held on 30 November 2022.
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
N/A |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011