Full Press Release Details
KAZIA THERAPEUTICS LIMITED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
THE MATTERS RAISED IN THIS DOCUMENT WILL AFFECT YOUR SHAREHOLDING IN THE COMPANY. YOU ARE ADVISED TO READ THIS DOCUMENT IN ITS ENTIRETY
BEFORE THE ANNUAL GENERAL MEETING REFERRED TO BELOW IS CONVENED.
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE IN
RESPONSE TO THIS DOCUMENT, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
2022 NOTICE OF ANNUAL GENERAL MEETING,
EXPLANATORY STATEMENT
THIS IS A NOTICE OF THE 2022 ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AS A HYBRID MEETING AT 10.00 AM (SYDNEY TIME) ON
WEDNESDAY 16 NOVEMBER 2022 AT LEVEL 46, TOWER ONE - INTERNATIONAL TOWERS SYDNEY, 100 BARANGAROO AVENUE, SYDNEY NSW AND VIA LIVE WEBCAST AT https://meetnow.global/MLNFM5D
A PROXY FORM FOR USE AT THIS
MEETING IS INCLUDED WITH THIS DOCUMENT.
TO BE VALID, PROXY FORMS MUST BE COMPLETED AND RETURNED TO THE COMPANY S SHARE REGISTRY,
COMPUTERSHARE, BY NO LATER THAN 10.00 AM (SYDNEY TIME) ON 14 NOVEMBER 2022.
We are pleased to invite you to attend the
2022 Annual General Meeting of the shareholders of Kazia Therapeutics Limited (Kazia or Company), which is scheduled to be held as a hybrid meeting at 10.00am (Sydney time) on Wednesday 16 November 2022.
Enclosed with this letter is the Notice of Meeting, which details the items of business to be dealt with at the Meeting. We hope you will consider the matters
presented to you in this Notice and support us in our endeavours to continue to grow the Company.
The full range of R&D activities of the Company is
presented on the Kazia website which can be found at (www.kaziatherapeutics.com).
The Resolutions on the agenda for this Meeting are for:
In line with changing trends, the Board
have decided to hold a hybrid meeting this year, with a physical presence and also the ability for shareholders to attend virtually. Shareholders dialling in will do so via a URL which is set out on the front page of this Notice of Meeting.
Whether you plan to attend the Meeting in person, virtually, or are not able to attend at all, the Board encourages you to lodge your votes online at
www.investorvote.com.au. You will require the control number (found on the Notice and Access Form), your HIN/SRN and postcode/domicile code to access online voting. This will allow the proceedings at the meeting to flow smoothly and allow the
maximum amount of time to discuss the Company s operations and progress.
On behalf of the Board of Directors
NOTICE OF GENERAL MEETING
Kazia Therapeutics Limited
NOTICE is hereby given that the 2022 Annual General Meeting of Kazia Therapeutics Limited ABN 37 063 259 754
(Company) will be held at the following time and location, and at that Meeting the business specified below will be conducted.
| Date: | 16 November 2022 | |
| Time : | 10.00am (Sydney time) | |
| Attend in person at: | Level 46, Tower One - International Towers Sydney, 100 Barangaroo Avenue, Sydney NSW | |
| Attend virtually via : | https://meetnow.global/MLNFM5D |
FINANCIAL STATEMENTS AND REPORTS
To receive and consider
the financial statements of the Group for the 12 months ended 30 June 2022 and the related reports of the Directors and the Auditor (as contained in the Annual Report).
RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
consider and, if thought fit, to pass the following resolution as a non-binding Ordinary Resolution:
Resolution 1 Adoption of Remuneration Report
That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year
ended 30 June 2022 as set out in the Annual Report for the year ended 30 June 2022 be adopted on the terms and conditions set out in the Explanatory Statement.
Please note that section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors or the
RESOLUTION 2 RE-ELECTION OF STEVEN COFFEY
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
Resolution 2 Re-Election of Steven Coffey
That, for the purposes of Listing Rule 14.4 and clauses 21.1 and 21.7 of the Constitution, Steven Coffey, who retires by rotation and
being eligible, is re-elected as a Director.
RESOLUTION 3 APPROVAL OF GRANT OF OPTIONS TO DR JAMES GARNER
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
Resolution 3 Approval of grant of Options to Dr James Garner
That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given to the grant of 3,500,000 Options and issue
of 3,500,000 Shares on exercise of those Options, to Dr James Garner, the Managing Director of the Company, under the Plan and otherwise on the terms and conditions set out in the Explanatory Statement.
RESOLUTION 4 RATIFICATION OF PRIOR ISSUE OF ATM SHARES
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
Resolution 4 Ratification of prior issue of Shares
That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior allotment and issue of 17,160,230
ATM Shares on the terms and conditions set out in the Explanatory Statement.
RESOLUTION 5 APPROVAL OF ADDITIONAL PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
Resolution 5 Approval of additional placement capacity under Listing Rule 7.1A
That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the additional capacity of the Company to
issue Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.
RESOLUTION 6 ADOPTION OF NEW CONSTITUTION
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
Resolution 6 Adoption of New Constitution
That, for the purposes of sections 136 of the Corporations Act and for all other purposes, the current constitution of the Company be
repealed and the new constitution in the form as signed by the Chair for identification purposes (excluding clause 14) be adopted as the constitution of the Company.
RESOLUTION 7 APPROVAL OF PROPORTIONAL TAKEOVER PROVISIONS
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
Resolution 7 Approval of Proportional Takeover Provisions
That, for the purposes of sections 136 and 648G of the Corporations Act and for all other purposes, the proportional takeover
provisions contained in Schedule 2 to the Explanatory Memorandum be inserted, as clause 14, into the new constitution approved under Resolution 6.
Voting Exclusion Statements
| Resolution 3: Approval of Grant of Options to Dr Garner | The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan or an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) 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 (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. | |
| Resolution 4: Ratification of Prior Issue of ATM Shares | The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who participated in the issue or an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) 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 (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
| Resolution 5: Approval of Additional Placement Capacity under Listing Rule 7.1A | The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of 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 Shares) or an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) 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 (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company confirms that as at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and therefore, no existing Shareholders votes will be excluded under the above voting exclusion statement. However, in the event that between the date of the Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A.2 to one or more existing Shareholders, those Shareholders votes will be excluded under the above voting exclusion statement. | |
| Voting prohibition | ||
| Resolutions 1 and 3 | A vote on Resolutions 1 and 3 must not be cast: (a) by or on behalf of a member of Key Management Personnel (in the case of Resolution 1, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2022) or a Closely Related Party of such member (regardless of the capacity in which the vote is cast); or (b) by a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related Party of such a member, unless the vote is cast as a proxy for a person permitted to vote on Resolutions 1 or 3: (c) in accordance with a direction as to how to vote on the proxy form; or (d) by the Chair to an express authorisation to exercise the proxy even though it is connected with the remuneration of a member of Key Management Personnel. If you are a member of Key Management Personnel or a Closely Related Party of a member of Key Management Personnel (or acting on behalf of them) and purport to cast a vote that will be disregarded by the Company, you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act. |
By order of the Board
Dated: 14 October 2022
These notes and the following Explanatory Statement form part of the Notice.
If you are unable to attend the Meeting in person or via the live webcast, but wish to appoint a proxy, please complete and return a copy of the proxy form
attached to the Notice by no later than 10.00am (Sydney time) on 14 November 2022.
Determination of entitlement to attend and vote
The Company has determined under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Annual General
Meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company s register of Shareholders as at 7:00pm (Sydney time) on 14 November 2022.
A Shareholder who is entitled to attend, in
person or virtually, and cast a vote at the Annual General Meeting is entitled to appoint a proxy.
The proxy need not be a Shareholder. A Shareholder who
is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportions or numbers are specified, each proxy may exercise half of the Shareholder s
If you wish to appoint a proxy and are entitled to do so, then complete the attached proxy form in accordance with the instructions on the form
and return the completed proxy form to the Share Registry in a manner indicated on the form no later than 10.00am (Sydney time) on 14 November 2022.
If the Chair is appointed, or taken to be appointed, as a proxy but the appointment does not direct the proxy how to vote on a Resolution, then the Chair
intends to exercise the relevant Shareholder s votes in favour of the relevant Resolution (subject to the other provisions of these notes, including any voting exclusions set out in the Notice).
A Shareholder may appoint an attorney to vote
on his or her behalf. For an appointment to be effective for the Meeting, the instrument affecting the appointment (or a certified copy of it) must be received by the Company or the Share Registry by no later than 10.00am (Sydney time) on
Corporate representatives
corporation may elect to appoint a representative, rather than a proxy, under the Corporations Act, in which case the Company will require written proof of the representative s appointment which must be lodged with or presented to the Company
before the Annual General Meeting.
Resolutions set out in the Notice will be conducted by poll. Upon a poll, every Shareholder who is present in person or by proxy, representative or attorney will have one vote for each Share held by that Shareholder.
EXPLANATORY STATEMENT
This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains an explanation of, and information about, the Resolutions to be
considered at the Meeting. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.
Shareholders should read this Explanatory Statement in full and, if in doubt about what to do in relation to a Resolution, Shareholders should consult their