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XREALITY GROUP LTD AGM Information 2025

Apr 29, 2025

66105_rns_2025-04-29_f76614b0-fef9-4bc7-b61e-4640b669f131.pdf

AGM Information

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xReality Group Limited Chairman’s Address 2025 Extraordinary General Meeting – 30 April 2025

Chairman

Good afternoon ladies and gentlemen, it is my great pleasure to welcome you this Extraordinary General Meeting of xReality Group Limited.

My name is John Diddams and I am the Chairman of xReality Group Limited. I would now like to introduce the other members of the Board:

  • Wayne Jones Executive Director and Chief Executive Officer;

  • Kim Hopwood Executive Director and Chief of Products and Technology;

  • Danny Hogan Non-executive Director;

  • Mark Smethurst Non-executive Director;

  • ▪ Phil Copeland Non-executive Director;

  • Stephen Tofler Company Secretary.

I would also like to welcome Steven Zabeti, the Audit Partner from Accru Felsers to the meeting.

The order for today’s proceeding will be as follows:

  • firstly, I will provide a brief Chairman’s address;

  • we will then move to the business of the meeting which is detailed in the notice of meeting;

  • after that, there will then be an opportunity for shareholders to ask questions.

If you still have questions, please feel free to email Wayne Jones (CEO) or Stephen Tofler (Company Secretary) at any time.

Minutes of previous meetings, and the notice of this EGM are all available from the Company Secretary on request.

Purpose of this EGM

The purpose of this EGM is to seek shareholder approval for the issue of Shares at the premium value of $0.05 per Share, for the repayment of the Birkdale loan facility of $4.628 million.

The Board sees this as an extraordinary opportunity to strengthen the balance sheet of the company, and acknowledges the confidence that Birkdale is showing in the future of

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xReality Group Limited: ACN 154 103 607 Suite 2A, 106 Old Pittwater Road, Brookvale NSW 2100 xrgroup.com.au

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the Company. Steve Baxter’s continued support through Birkdale, is a testament to the strength of our business and the game-changing potential of Operator XR.

The Company engaged Titan Partners Corporate Finance Pty Limited to prepare an Independent Expert’s Report, which is included with the Notice of Meeting, and they opined that the transaction was “not fair”, as it “was priced below their assessment of the value of an XRG share prior to the Proposed Transaction on a control basis” for the reasons set out in the IER, but “reasonable” as it was priced at a 39% premium to the closing share price on the previous day.

Titan concluded that despite not being fair, but considering other significant factors, it is reasonable, and that shareholders should accept the offer in the absence of any higher bid before the close of the offer.

Thank you.

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John Diddams Chairman 30 April 2025

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xReality Group Limited: ACN 154 103 607 Suite 2A, 106 Old Pittwater Road, Brookvale NSW 2100 xrgroup.com.au