VERBREC LIMITED — AGM Information 2017

Sep 13, 2017

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LogiCamms Limited ABN 90 127 897 689

Notice of Annual General Meeting and Explanatory Statement

Venue: Capri by Fraser, 80 Albert Street, Brisbane Date: Wednesday, 25 October 2017 Time: Commencing at 2.00pm (Brisbane time)

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Contents

Page Notice of Annual General Meeting ...................................................................................... 2 Proxy Appointment, Voting and Meeting Instructions ....................................................... 4 Explanatory Statement ......................................................................................................... 6

Ke dates y

The key dates for the AGM are set out below.

Event Date Last day for receipt of proxies* 2.00pm, Monday, 23 October 2017 Snapshot time for eligibility to vote 7.00pm, Monday, 23 October 2017 Annual General Meeting 2.00pm, Wednesday, 25 October 2017

*Proxy Forms received after 2.00pm on Monday, 23 October 2017 will be disregarded.

Questions

Shareholders are invited to contact the Company Secretary on +61 7 3058 7000 if they have any questions regarding the AGM.

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Notice of Annual General Meetin g

Notice is given that the Annual General Meeting of LogiCamms Limited ABN 90 127 897 689 ( LogiCamms or Company ) will be held at Capri by Fraser, 80 Albert Street, Brisbane, Queensland on Wednesday, 25 October 2017 commencing at 2.00pm (Brisbane time) .

The Explanatory Statement, which accompanies and forms part of this Notice, contains information to assist Shareholders to decide how to vote on the matters to be considered at the Meeting.

Terms used in this Notice are defined in the Glossary in the Explanatory Statement.

Ordinary Business

Financial Report

To receive and consider the financial report of the Company and the reports of the Directors and auditors for the year ended 30 June 2017.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, the following non-binding resolution as an ordinary resolution :

"That, for the purposes of section 250R(2) of the Corporations Act, the remuneration report contained in the Directors' report for the year ended 30 June 2017 be adopted by the Company."

Please note that the vote on this resolution is advisory only, and does not bind the Directors or the Company.

Voting exclusion statement: In accordance with section 250R of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

• a member of the Key Management Personnel whose remuneration details are included in the remuneration report; or

• a Closely Related Party of such member.

However, the above persons may cast a vote on Resolution 1 if:

• the person does so as a proxy; and

• the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report of a Closely Related Party of such a member; and

• • either:

• the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

• the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the Chair to vote as the proxy even if the Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

Resolution 2 – Re-election of Mr Charles Rottier as a Director

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

“That, for the purposes of Listing Rule 14.4 and clause 6.3(j) of the Company’s constitution, Mr Charles Rottier, being a Director of the Company appointed to fill a casual vacancy, and being eligible, be re-elected as a Director of the Company.”

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By order of the Board of Directors

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David Shaw Company Secretary

14 September 2017

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Proxy Appointment, Voting and Meeting Instructions

Lodgement of Proxy Form

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be lodged:

By hand: Level 14, 200 Mary Street, Brisbane QLD 4000 By mail: PO Box 3291, Brisbane GPO QLD 4000 By fax: +61 7 3058 7111

no later than 2.00pm (Brisbane time) on 23 October 2017 . Any Proxy Form received after that time will not be valid for the Annual General Meeting.

Appointment of a Proxy

A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a member of the Company.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary on +61 7 3058 7000 or you may photocopy the Proxy Form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights that are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

The Chairman of the Annual General Meeting acting as proxy

If a member directs the Chairman how to vote on an item of business, the Chairman must vote in accordance with the direction.

For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote all available proxies in favour of each Resolution.

In relation to each of the remuneration-related resolutions (being Resolution 1), if you appoint the Chairman of the meeting as your proxy, or the Chairman is appointed as your proxy by default, then unless you mark one of the voting instruction boxes for the relevant Resolution, you will be taken to have expressly authorised the Chairman to vote in favour of that Resolution .

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

Votes on Resolution

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolutions. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolutions, and your proxy is not the Chairman, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on the Resolutions will be invalid.

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Corporate Representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company or the Company's share registry, Link Market Services, before the Meeting or at the registration desk on the day of the Meeting. Certificates for the appointment of corporate representatives are available on request by contacting Link Market Services on telephone number +61 1300 554 474.

Voting Entitlement (Snapshot Time)

The Company's Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that all Shares of the Company that are quoted on ASX at 7.00pm (Sydney time) on 23 October 2017 will, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time. Transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Questions from Shareholders

At the Meeting the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the remuneration report.

Mr Michael Shewan of PricewaterhouseCoopers, as the auditor responsible for preparing the auditor's report for the year ended 30 June 2017 (or his representative), will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:

• the conduct of the audit;

• the preparation and content of the auditor's report;

• the accounting policies adopted by the Company in relation to the preparation of financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have in writing no later than 2.00pm (Brisbane time) on 18 October 2017:

By hand: Level 14, 200 Mary Street, Brisbane QLD 4000 By mail: PO Box 3291, Brisbane GPO QLD 4000 By fax: +61 7 3058 7111

As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out any questions directed to the auditor received in writing by 18 October 2017, being questions that the auditor considers relevant to the content of the auditor's report or the conduct of the audit of the financial report for the year ended 30 June 2017. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company that is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Financial Report

The Corporations Act requires the Directors’ report, auditor’s report and the financial statements of the Company for the year ended 30 June 2017 to be tabled at the Annual General Meeting.

Neither the Corporations Act nor the constitution requires a vote of Shareholders on the reports or financial statements. However, Shareholders will be given reasonable opportunity to raise questions on the reports and ask questions of the Company's auditor.

Resolution 1 – Adoption of Remuneration Report

The remuneration report is set out in the Directors’ report in the Company's 2017 annual report on pages 16 to 23), which is available on the Company’s website at www.logicamms.com.au.

The remuneration report contains information regarding:

• the remuneration policy of the Company ;

• the structure of the remuneration of Directors and senior executives and how it aligns with the Company’s performance; and

• the remuneration of Directors and senior executives for the year ended 30 June 2017.

The Corporations Act requires the Company to put a resolution to Shareholders that the remuneration report be adopted. Under section 250R(3) of the Corporations Act, the vote on the Resolution is advisory only and does not bind the Directors or the Company.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

Directors’ recommendation and voting exclusion statement

The Directors recommend that Shareholders vote in favour of Resolution 1.

A voting exclusion statement is contained in the Notice.

Resolution 2 – Re-election of Mr Charles Rottier as a Non-Executive Director

Listing Rule 14.4 provides that a Director of the Company appointed as an addition to the board, must not hold office (without re-election) past the next annual general meeting of the Company.

Mr Charles Rottier was appointed to the Board on 4 September 2017 as a non-executive Director.

Consequently, in accordance with Listing Rule 14.4and clause 6.3(j) of the Company’s constitution, Mr Charles Rottier must retire from office and is eligible for re-election.

Details of Mr Rottier’s background and experience are contained in the Company’s 2017 annual report.

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Mr Rottier retires at this meeting and, being eligible, offers himself for re-election pursuant to Resolution 2.

Directors’ recommendation

The Directors (apart from Mr Rottier) recommend that Shareholders vote in favour of the re-election of Mr Rottier pursuant to Resolution 2.

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Glossary

In this Explanatory Statement, the following terms have the following meaning:

Annual General Annual general meeting of Shareholders of the Company or any Meeting or Meeting adjournment of it, convened by the Notice. ASIC Australian Securities & Investments Commission. ASX ASX Limited, trading as the Australian Securities Exchange. Board or Board of Directors of the Company. LogiCamms Board Chairman The chairman of the Board. Closely Related Has the same meaning as in the Corporations Act. Party Company or LogiCamms Limited ABN 90 127 897 689. LogiCamms Corporations Act Corporations Act 2001 (Cth). Director A director of the Company. Equity Securities Has the same meaning as in the Listing Rules. Group The Company and its subsidiaries. Holder The registered holder of Performance Options or Performance Rights as the context requires.

Key Management Those persons having authority and responsibility for planning, directing and Personnel or KMP controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Listing Rules The Listing Rules of ASX. Non-Executive A Director who is not an employee of the Company. Director Notice and Notice of The notice of Annual General Meeting, which accompanies this Explanatory Annual General Statement. Meeting Performance Option An option to acquire a Share. Performance Right A right to acquire a Share (by subscription or transfer). Proxy Form The proxy form accompanying the Notice. Resolution A resolution set out in the Notice. Share Fully paid ordinary share in the capital of the Company. Shareholder A registered holder of a Share. Special Resolution Has the same meaning as in the Corporations Act. Trading Days Has the same meaning as in the Listing Rules. VWAMP Volume weighted average market price, as defined in the Listing Rules.

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LOGICAMMS LIMITED ACN 127 897 689 PROXY FORM

I/We (name of shareholder) …………………………………………………………………..................................

of (address) ……………………………………………………………………………………………………………..

being a member/members of LogiCamms Limited appoint:

(name)………………………………………………………………………………...................................................

of (address) ...……………………………………………………………………….................................................. or failing that person, or if no person is named, then the Chairman of the Annual General Meeting as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions are given, as the proxy sees fit, at the Annual General Meeting of the Company to be held on 23 October 2017 at 2.00pm (Brisbane time) at Capri by Fraser, 80 Albert Street, Brisbane and at any adjournment of the meeting.

If you appoint the Chairman of the Meeting as your proxy and do not direct the proxy how to vote on resolution 1 you expressly authorise the Chairman of the Meeting to exercise the proxy in relation to resolution 1 even though the resolution is connected with the remuneration of members of the key management personnel of the Company and even if the Chairman of the Meeting has an interest in the outcome of the resolution.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. If you do not want the Chairman to vote your proxy in favour of any item, please mark the relevant box below.

Voting directions

Please read the voting instructions on the next page before marking any boxes with an

I/We direct my/our Proxy to vote in the following manner:

For Against Abstain Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director (Mr Charles Rottier) Signature - this must be completed Individuals and joint holders Companies Signature Director Signature Director/Company Secretary Signature **Sole Director **	For Against Abstain Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director (Mr Charles Rottier) Signature - this must be completed Individuals and joint holders Companies Signature Director Signature Director/Company Secretary Signature **Sole Director **
Signature	**Director **
Signature	Director/Company Secretary
Signature	**Sole Director **

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Your details

You must insert your name and address for your Proxy Form to be valid.

How to vote on items of business

All your shares will be voted in accordance with your directions.

Appointment of proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting on a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the Meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of shares for each at the beginning of the Proxy Form.

A proxy need not be a shareholder of the Company.

Signing instructions

Individual: Where the holding is in one name, the shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Company, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, A Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form the assist registration. If a representative of a corporate shareholders or proxy is to attend the Meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

Comments & Questions

If you have any comments of questions for the Company, please write them on a separate sheet of paper and return with this form.

Lodgement of Proxy Form

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be lodged:

By hand: Level 14, 200 Mary Street, Brisbane QLD 4000 By mail: PO Box 3291, Brisbane GPO QLD 4000 By fax: +61 7 3058 7111

no later than 2.00pm (Brisbane time) on 23 October 2017 . Any Proxy Form received after that time will not be valid for the Annual General Meeting.

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