Full Press Release Details
of extraordinary general
meeting and explanatory statement
| Date: | 09 June 2022 |
| Time: | 9.00 am (Sydney time) |
| Location: | This meeting will be conducted as a virtual meeting, accessible online |
Meeting will be held virtually. Shareholders will be able to participate in the Meeting by:
DOCUMENT IS IMPORTANT AND REQUIRES YOUR ATTENTION. YOU SHOULD READ THE DOCUMENT IN ITS ENTIRETY BEFORE YOU DECIDE WHETHER OR NOT TO VOTE
IN FAVOUR OF THE RESOLUTIONS. IF YOU ARE IN DOUBT AS TO WHAT YOU SHOULD DO, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL
you have recently sold all of your Shares, please disregard this Notice of Meeting.
of Extraordinary General Meeting
is given that a general meeting of Shareholders of the Company will be held at 11:00 am (Sydney time) on Tuesday 09 June 2022 as a virtual
business to be considered at the Meeting is set out below. Information on the Resolutions to which the business relates is contained
in the Explanatory Statement.
Notice of Meeting should be read in conjunction with the Explanatory Statement. This Notice of Meeting and Explanatory Statement is not
investment advice. You should seek your own financial and professional advice before making any decision on how to vote at the Meeting.
used in this Notice of Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary contained
in Section 11 of the Explanatory Statement.
AND PARTICIPATING IN THE MEETING ONLINE
Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting
platform, where Shareholders will be able to watch, listen, ask questions and vote online.
you choose to participate online on the day of the Meeting you will be able to view a live webcast of the Meeting, ask the Directors
questions online and submit your vote in real time.
access the virtual meeting, you will need to:
reasonable opportunity will be given to Shareholders as a whole to ask questions of the Directors in connection with the Resolution.
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 as Shareholders on 07 June 2022 at 7:00pm (Melbourne time).
will have the opportunity to submit questions during the Meeting in respect to the formal items of business to be conducted at the Meeting.
passing of the Resolution arising at this Meeting will be decided by a poll. Upon a poll, every person who is present in person or by
proxy, corporate representative, or attorney, will have one vote for each Share held by that person.
are strongly urged to vote by proxy prior to the Meeting. Shareholders can complete the Proxy Form to provide specific instructions on
how their vote is to be exercised on each Resolution. The Chair of the Meeting MUST and WILL follow the Shareholder's instructions
if the Chair is appointed as proxy. Instructions for voting by proxy are set out on the Proxy Form.
to COVID-19 induced restrictions, attendance at the Meeting in person will be very limited (if allowable at all). Therefore, it is unlikely
that you will be able to vote and attend the Meeting in person. To vote online during the Meeting via the virtual meeting, refer to the
virtual meeting details above.
Company intends to conduct the Meeting virtually via Automic's platform. Shareholders are strongly encouraged to vote by lodging
a directed proxy appointing the Chair as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice.
Instructions for lodging proxies are included on your personalised proxy form.
vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out
accordance with section 249L of the Corporations Act, Shareholders are advised that:
and their proxies should be aware that:
you sign the enclosed Proxy Form and no direction is given, the Chair will be appointed as your proxy. The Chair intends to vote all
undirected proxies on, and in favour of, all Resolutions.
instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post,
courier or email and reach the respective offices of the Company, for Australian holders not later than Insert time on Insert Date 2022
(Proxy Cut-Off Time). For the convenience of Shareholders, a Proxy Form is enclosed with Notices sent to Shareholders.
Virtually and Webcast
Company is pleased to provide Shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting
platform powered by Automic, where shareholders will be able to watch, listen and vote online.
will be able to vote and ask questions at the virtual Meeting. Shareholders are also encouraged to submit questions in advance of the
Meeting to the Company. Questions must be submitted in writing to Name and Email at least 48 hours before the Meeting.
Company will also provide Shareholders the opportunity to ask questions during the Meeting in respect to the formal item of business
as well as general questions in respect to the Company and its business at the conclusion of the Meeting.
attend the Meeting virtually please follow the instructions below on your computer, tablet or smartphone. Online registration will open
30 minutes before the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country
will need to contact Automic prior to the meeting to obtain their login details.
the Meeting virtually
access the virtual Meeting:
1. Open your internet browser and go to investor.automic.com.au
Login with your username and password or click "register" if you haven't already created an account. Shareholders are
encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on
"Register" when this appears. Alternatively, click on "Meetings" on the left hand menu bar to access registration.
Click on "Register" and follow the steps
Click on the URL to join the webcast where you can view and listen to the virtual meeting
Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" to be taken to the voting screen
Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been
can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting
do I create an account with Automic?
create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on register'
and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number
(HIN)) to create an account with Automic.
information and support on how to use the platform is available on the share registry website - www.automic.com.au. It is recommended
that you register to use the registry website well in advance of the Meeting to save time on the day of the Meeting. Should you have
any difficulties, you can contact the registry by telephone on 1300 288 664 (within Australia) and +61 2 9698 5414 (overseas).
Company strongly recommends Shareholders to lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning
to attend the Meeting online.
addition, the Company is happy to accept and answer questions submitted at least 2 business days prior to the meeting by email directed
note that if you have previously submitted a Proxy Form, your online attendance at the Meeting will revoke your proxy's authority
to vote, unless you inform the Company otherwise prior to commencement of the Meeting, in which case, your authority to vote at the Meeting
is suspended while your proxy is present.
you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61) 417 935 552.
1: APPROVAL TO ISSUE SHARES TO THE APIRX SELLERS
consider and, if thought fit, to pass the following as an ordinary resolution:
for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of 218,169,506 new Shares to
the APIRx Sellers for the Acquisition subject to and with effect from Completion as set out in the Explanatory Statement.
2: ELECTION OF DIRECTOR - GEORGE ANASTASSOV
consider and, if thought fit, to pass the following as an ordinary resolution:
to Resolution 1 being passed, that, for the purposes of Article 6.7 of the Constitution and for all other purposes, approval is given
for the appointment of George Anastassov as a Director, subject to and with effect from Completion.
3: APPROVAL OF ISSUE OF SHARES AND OPTIONS TO JOEL LATHAM, CEO AND MANAGING DIRECTOR, AS PART OF HIS FY22 REMUNERATION PACKAGE
consider and, if thought fit, to pass the following as an ordinary resolution:
for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 2,800,000
Shares and 2,800,000 Options to Joel Latham, CEO and Managing Director of the Company (or his nominee) as part of his FY22 remuneration
package on the terms and conditions set out in the Explanatory Statement.
resolution mirrors those put to and passed by Shareholders at the 2021 Annual General Meeting, which was held on 20 January 2022.
the Company was in the final stages of its Nasdaq listing in February 2022, the Directors consider that the issue of Shares and Options
to Joel Latham at that time may have negatively impacted on the completion of the Nasdaq listing.
the Directors did not issue Shares and Options to Joel Latham within the 1-month period prescribed in ASX Listing Rule 10.11 following
Shareholder approval at the 2021 Annual General Meeting.
4: APPROVAL OF ISSUE OF SHARES AND OPTIONS TO TROY VALENTINE, CHAIR, AS PART OF HIS FY22 REMUNERATION PACKAGE
consider and, if thought fit, to pass the following as an ordinary resolution: