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.
2023 NOTICE OF ANNUAL GENERAL MEETING,
EXPLANATORY STATEMENT
THIS IS A NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF THE COMPANY TO BE
HELD ONLINE AT 10.00AM (SYDNEY TIME) ON THURSDAY 30 NOVEMBER 2023.
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 10.00AM (SYDNEY TIME) ON 28 NOVEMBER
We are pleased to invite you to attend the
2023 Annual General Meeting (AGM or Meeting) of the shareholders of Kazia Therapeutics Limited (Kazia or Company) which is scheduled to be held as a fully virtual meeting at 10.00am (Sydney time) on Thursday
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
Resolutions on the agenda for this Meeting are as follows:
Whether you plan to attend the Meeting, 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.
Subsequent to the end of the financial year, as you will be aware, Kazia has requested and received formal approval from the Australian Securities Exchange to
be removed from the official list of the ASX. It is expected that the last day for trading of the Company s shares on ASX will be 13 November 2023. The Company will maintain its listing of American Depositary Shares (ADSs) on NASDAQ.
As set out in the shareholder letter dated 13 October 2023 (Shareholder Letter), the Board has ultimately determined that the costs,
administrative burden and commercial disadvantages of remaining listed on ASX outweigh any benefits of a continued ASX listing. More information is set out in the Shareholder Letter.
Shareholders who convert their Shares into ADSs by the conversion date of 13 November 2023, may choose to hold those ADSs or sell them on the NASDAQ at a
later time through a US broker or an Australian broker who has an agreement with a US broker that is able to buy or sell ADSs on NASDAQ (subject to compliance with NASDAQ trading requirements).
Following the Delisting, Kazia will remain an Australian incorporated company and as such, we will continue to have AGMs. We thank you for your continued
support of Kazia and I look forward to your attendance at the 2023 AGM and beyond.
NOTICE OF GENERAL MEETING
Kazia Therapeutics Limited
NOTICE is hereby given that the 2023 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: | 30 November 2023 | |
| Time: | 10.00am (Sydney time) | |
| Venue: | Online via https://meetnow.global/MQGKFPF |
FINANCIAL STATEMENTS AND REPORTS
To receive and consider
the financial statements of the Group for the 12 months ended 30 June 2023 and the related reports of the Directors and the Auditor (as contained in the Annual Report).
RESOLUTION 1 RE-ELECTION OF EBRU DAVIDSON
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
Resolution 1 Re-Election of Ebru Davidson
That, for the purposes of clause 20.6 of the Constitution, Ebru Davidson, who retires from office and being
eligible, is re-elected as a Director of the Company.
RESOLUTION 2 RE-ELECTION OF BRYCE CARMINE
To consider and, if thought fit, to pass the following resolution as an Ordinary
Resolution 2 Re-Election of Bryce Carmine
That, for the purposes of clauses 21.1 and 21.7 of the Constitution, Bryce Carmine, who retires by rotation and
being eligible, is re-elected as a Director of the Company.
RESOLUTION 3 APPOINTMENT OF
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
Resolution 3 Appointment of BDO as Auditor
That, in accordance with section 327C(2) of the Corporations Act 2001 and for all other purposes, BDO Audit Pty
Ltd, having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of the Company.
By order of the Board
Dated: 3 November 2023
These notes and the following Explanatory Statement form part of the Notice.
If you are unable to attend the Meeting in person, 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 28 November 2023.
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 28 November 2023.
A Shareholder who is entitled to attend the
meeting, 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 votes.
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 28 November 2023.
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 28 November 2023.
Corporate representatives
A 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
Voting on 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
stockbroker, solicitor or financial or other professional advisor.
Financial Statements and Reports
Act requires the Company to lay before the Annual General Meeting the Financial Report, Directors Report (including the Remuneration Report) and the Auditor s Report for the financial year ended 30 June 2023.
Shareholders will be offered the opportunity to discuss the Financial Report, Directors Report and Auditor s Report at the Meeting. Copies of these
reports can be found on the Company s website For Investors | Kazia Therapeutics Limited.
There is no requirement for Shareholders to approve
the Financial Report, Directors Report and Auditor s Report. Shareholders will be offered the following opportunities:
In addition to taking questions at the Annual General Meeting, written questions to the Chair about the management of the
Company, or to the Auditor about:
may be submitted no later than 5 business days before the Annual General Meeting to the Company Secretary at the Company s registered office or by email
Resolution 1 Re-Election of Ebru Davidson
Background to the Resolution
Kazia s Constitution provides that, amongst other things, a Director appointed as a casual vacancy (under clause 20.5 of the Constitution) must retire from office at, and will be eligible for re-election
at, the next annual general meeting following that Director s appointment.
The Board appointed Ms Ebru Davidson as a
Non-Executive Director of Kazia as a casual vacancy on 5 June 2023. Kazia s Constitution and ASX Listing Rule 14.4 provides that a Director appointed to fill a casual vacancy or as an addition to the
Board must not hold office (without re-election) past the next annual general meeting of the entity. Therefore, in accordance with the Constitution, Ebru retires from office at the conclusion of the AGM and is
eligible for re-election as a Director of the Company. If shareholders do not approve the election of Ebru, then she will cease to be a director at the conclusion of this Meeting.