Notice of 2021 Annual General Meeting

Shareholders can access the Lumi platform to attend the meeting virtually at web.lumiagm.com using the meeting ID 306-645-366. Further instructions on how to attend the AGM online are attached to this Notice. The Lumi platform enables shareholders to watch the meeting live, including any presentation materials, vote online during the meeting, and to put questions to the meeting. Voting on all resolutions will be conducted by poll.

Ordinary Business of the Meeting

Financial Statements and Reports

To receive the Company’s financial statements and the reports of the Directors and the Auditor for the financial year ended 31 December 2020. There is no requirement for a formal resolution on this item.

1. Resolution 1:

Non-binding resolution to adopt the Remuneration Report.

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

“That the Directors’ Remuneration Report for the year ended 31 December 2020 be and is hereby adopted for the purposes of the Corporations Act 2001 (Cth).”

Voting Exclusion Statement

A voting exclusion applies to this Resolution 1. The Company will disregard any votes cast (in any capacity, whether as proxy or as shareholder) by any of the following:

a) Key Management Personnel;

b) Closely Related Parties of Key Management Personnel; and

c) as a proxy by a member of Key Management Personnel or a Key Management Personnel's Closely Related Party

However, the Company need not disregard a vote if it is:

i. Cast by a person as proxy appointed in accordance with the directions on the proxy form that specify how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above; or

ii. Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above.

Election of Directors

2. Resolution 2:

Ordinary Resolution to Elect Alan Beasley as a Director

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

“That, Alan Beasley, retiring in accordance with Clause 20.1 of the Company’s Constitution be re- elected as a director of the Company.”

3. Resolution 3:

Ordinary Resolution to Elect Lou Cattelan as a Director

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

“That, Lou Cattelan, retiring in accordance with Clause 20.1 of the Company’s Constitution be re- elected as a director of the Company.”

Share Capital Approvals

4. Resolution 4:

Ordinary Resolution to Ratify April 2021 Share Issue

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 1,000,000 Shares in the Company to the parties, for the purpose, and on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement

A voting exclusion applies to this Resolution 4. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

a) Any person who participated in the share issue; or

b) Any associates of those persons

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5:

Ordinary Resolution to Ratify April 2021 KMP Share Issue

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue of 2,250,000 Shares in the Company to the parties, for the purpose, and on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion Statement

A voting exclusion applies to this Resolution 5. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

a) Any person who participated in the share issue; or

b) Any associates of those persons

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 6:

Ordinary Resolution to Approve Employee Option Plan

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

“That, for the purposes of Listing Rule 7.2 (Exception 13) and for all other purposes, approval be given to the Company’s Employee Option Plan, and issue of securities thereunder, as described in the Explanatory Statement.”

Voting Exclusion Statement

A voting exclusion applies to this Resolution 6. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

a) A person who is eligible to participate in the Company’s Employee Option Plan; or

b) A person whose votes, in ASX’s opinion, should be disregarded.

However, this does not apply to a vote cast in favour of a resolution by:

• Cast by a person as proxy appointed in accordance with the directions on the proxy form that specify how the proxy is to vote on Resolution 6; and the vote is not cast on behalf of a person described in subparagraphs (a), and (b) above; or
• Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above

7. Resolution 7:

Special Resolution to Approve Additional 10% Placement Capacity

To consider and if thought fit, pass the following as a special resolution:

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given to allow the Company 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 and on the terms and conditions set out in the Explanatory Statement.”

Note: this resolution is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by members who are entitled to vote on the resolution, vote in favour.

As at the date of this Notice, the Company is not proposing to make an issue of equity securities under ASX Listing Rule 7.1A.2.

Voting Exclusion Statement

A voting exclusion applies to this Resolution 7. The Company will disregard any votes cast in favour of the resolution by or on behalf of:

a) Any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

b) Any associates of those persons

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other Business

8. Other Business

To transact any other business which may be legally brought before this Annual General Meeting, in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth).

Read the full announcement here.

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