Notice of Annual General Meeting
Released
Released
Announcement PDF
30 October 2023
Dear Shareholder
On behalf of the Directors of Airtasker Limited ACN 149 850 457 (Airtasker or Company), I am pleased to invite
you to attend the Annual General Meeting (Meeting) of Airtasker, which will be held on Wednesday 29
November 2023 commencing at 11.00am (AEDT). In accordance with Airtasker’s Constitution, the Meeting will
be held only as a virtual meeting.
All shareholders of Airtasker (each, a Shareholder) will have the opportunity to attend and participate in the
virtual Meeting. To attend and participate in the Meeting you must log in to an online platform provided by the
Company’s share registry, Automic (Registry), at https://investor.automic.com.au.
For those Shareholders who have not registered an email address with the Registry, a hard copy letter will be
sent to your registered postal address providing details of how to access the Notice of Meeting (Notice) from
Airtasker’s website at https://www.airtasker.automic.com.au/investor-information (Website).
For those Shareholders who have registered an email address with the Registry, a copy of the Notice will be
sent to your registered email address. Alternatively, you will be able to view and download a copy of the Notice
from the Airtasker Website or via the ASX market announcements platform.
Also available on Airtasker’s Website, will be all the information you need to attend the Meeting. It will include
the “Virtual Meeting Online Guide” and the “Proxy Voting Online Guide” which provide instructions on how to
use the online facility, how to vote and ask a question online, answers to frequently asked questions and access
to the Notice.
I encourage you to read the Notice (including the Explanatory Statement) and consider directing your proxy to
vote on each resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy
Form or attending the Meeting online. All resolutions considered at the Meeting will be decided by poll.
Subject to the voting exclusions noted in the Explanatory Statement, the Directors of Airtasker unanimously
recommend that Shareholders vote in favour of all resolutions.
Thank you for your continued support of Airtasker.
Yours faithfully
Cass O’Connor
Chair
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AIRTASKER LIMITED
ACN 149 850 457
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Airtasker Limited ACN 149 850 457
(Company) will be held at:
TIME:
DATE:
PLACE:
11.00am (AEDT)
Wednesday 29 November 2023
The Meeting will be held virtually. See details below.
The business of the Meeting affects your shareholding and your vote is important. This Notice should be read
in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their
professional advisers prior to voting.
Please note that, in accordance with the Company’s Constitution, the Meeting will be held virtually by using
an online meeting platform powered by the Company’s share registry Automic (further instructions are
enclosed in this Notice). Shareholders will not be able to physically attend the Meeting. The Company will
ensure that all Shareholders have a reasonable opportunity to participate in the Meeting via the following
means:
●
ability to ask questions in advance of the Meeting by sending your questions by email to the Company
Secretary at companysecretary@airtasker.com at least 48 hours prior the Meeting; and
●
the Meeting will be live webcast, with the ability for Shareholders to submit questions and vote in real
time via the webcast platform.
Voting on all resolutions will be decided by poll. The Chair will vote undirected proxies in favour of each
resolution.
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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting (Meeting) of Shareholders of Airtasker Limited
ACN 149 850 457 (Company) will be held virtually at 11.00am (AEDT) on Wednesday 29 November 2023 for the
purpose of transacting the following business referred to in this Notice of Meeting (Notice).
The Explanatory Statement provides additional information on matters to be considered at the Meeting.
Please note the important limitations and procedural requirements that will apply to the Meeting as set out in
this Notice. Shareholders will have a reasonable opportunity to participate in the Meeting.
AGENDA
ORDINARY BUSINESS
FINANCIAL REPORT
To receive the financial report of the Company and the reports of the Directors and of the Auditors for the
financial year ended 30 June 2023.
Note: There is no requirement for Shareholders to approve the reports.
RESOLUTION 1: REMUNERATION REPORT
To consider, and if thought fit, to pass the following non-binding resolution as an ordinary resolution:
“The Remuneration Report for the financial year ended 30 June 2023 as disclosed in the Company’s Annual
Report be adopted.”
Note: This resolution is advisory only and does not bind the Company or the Directors. This resolution is subject
to voting exclusions which are set out below.
RESOLUTION 2: ELECTION OF DIRECTOR – CATHERINE ANN O’CONNOR
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Article 40.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Ms
Catherine Ann O’Connor, a Director having been appointed by the Board, is elected as a Director of the
Company by the Shareholders.”
RESOLUTION 3: RE-ELECTION OF DIRECTOR – ELLEN FRANCES COMERFORD
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Article 41.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Ms
Ellen Frances Comerford retires, and being eligible, is re-elected as a Director of the Company by the
Shareholders.”
SPECIAL BUSINESS
RESOLUTION 4: APPROVAL OF RIGHTS PLAN (AS AMENDED)
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.2, exception 13 and all other purposes, the Rights Plan (as
amended) and described in the Explanatory Statement accompanying and forming part of this Notice of
Meeting and the issue of securities under the Rights Plan (as amended), be approved.”
Note: This resolution is subject to voting exclusions which are set out below.
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RESOLUTION 5: ISSUE OF NED RIGHTS TO CATHERINE ANN O’CONNOR
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.14 and all other purposes, the Shareholders approve the issue of
NED Rights to non-executive Director, Ms Catherine Ann O’Connor, or her nominee, in lieu of the payment of
certain director fees payable to Ms O’Connor under the NED Equity Plan, and on the terms and conditions set
out in the Explanatory Statement, with the number of NED Rights to be calculated in accordance with the
formula set out in the Explanatory Statement.”
Note: This resolution is subject to voting exclusions which are set out below.
RESOLUTION 6: ISSUE OF CEO SERVICE RIGHTS TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.14 and all other purposes, the Shareholders approve the issue of
$358,050 worth of CEO Service Rights to the Managing Director and Chief Executive Officer, Mr Timothy John
Fung, or his nominee, for his services for the period commencing on 1 October 2023 and ending on 30 June
2024, under the Rights Plan and on the terms and conditions set out in the Explanatory Statement, with the
number of CEO Service Rights to be calculated in accordance with the formula set out in the Explanatory
Statement.”
Note: This resolution is subject to voting exclusions which are set out below.
RESOLUTION 7: ISSUE OF CEO STVR RIGHTS TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.14 and all other purposes, the Shareholders approve the issue of
$375,000 worth of CEO STVR Rights to the Managing Director and Chief Executive Officer, Mr Timothy John
Fung, or his nominee, in respect of his short term incentive for the financial year ending on 30 June 2024, under
the Rights Plan and on the terms and conditions set out in the Explanatory Statement, with the number of CEO
STVR Rights to be calculated in accordance with the formula set out in the Explanatory Statement.”
Note: This resolution is subject to voting exclusions which are set out below.
RESOLUTION 8: ISSUE OF CEO LTVR RIGHTS TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.14 and all other purposes, the Shareholders approve the issue of
$200,000 worth of CEO LTVR Rights to the Managing Director and Chief Executive Officer, Mr Timothy John
Fung, or his nominee, in respect of his long term incentive for the financial year ending on 30 June 2024, under
the Rights Plan on the terms and conditions set out in the Explanatory Statement, with the number of CEO LTVR
Rights to be calculated in accordance with the formula set out in the Explanatory Statement.”
Note: This resolution is subject to voting exclusions which are set out below.
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VOTING EXCLUSIONS
Voting exclusions in accordance with the Corporations Act
Resolution 1: The Company will disregard any votes, in accordance with section 250R(4) of the Corporations
Act, by or on behalf of:
(a)
a member of the Key Management Personnel whose remuneration details are included in the
Remuneration Report; or
(b)
a Closely Related Party of such member.
However, in accordance with section 250R(5) of the Corporations Act, a person described above may cast a
vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in section 250R(4) and
either:
(a)
the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution
1; or
(b)
the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is
to vote on Resolution 1 and expressly authorises the Chair to exercise the proxy even if Resolution 1 is
connected directly or indirectly with the remuneration of the Key Management Personnel.
Resolutions 4, 5, 6, 7 and 8: In accordance with section 250BD of the Corporations Act, a vote must not be cast
on Resolutions 4, 5, 6, 7 and 8 as a proxy by a member of the Key Management Personnel at the date of the
Meeting, or a Closely Related Party of those persons, unless it is cast as proxy for a person entitled to vote in
accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair
where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies
even if the resolution is connected, directly or indirectly, with the remuneration of the Key Management
Personnel.
Voting exclusions in accordance with ASX Listing Rule 14.11
Resolution 4: 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 Rights Plan; and
(b)
any associate of such person.
Resolutions 5, 6, 7 and 8: The Company will disregard any votes cast in favour of the resolution, by or on behalf
of:
(a)
any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the
NED Equity Plan or the Rights Plan (as applicable); and
(b)
any associate of such a person.
However, this does not apply to a vote cast in favour of a 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 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
(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.
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IMPORTANT NOTES FOR SHAREHOLDERS
These notes form part of the Notice.
Time and place of Meeting
Notice is given that an Annual General Meeting (Meeting) of members will be held virtually at 11:00am (AEDT)
on Wednesday 29 November 2023. In accordance with the Company’s Constitution, the Meeting will be held
only as a virtual meeting. There will be no physical venue for the Meeting at which Shareholders may attend in
person.
All Shareholders will have the opportunity to attend and participate in the virtual Meeting, submit questions to
the Chair in real time and directly vote at the Meeting. To attend and participate in the Meeting, you must log
in to an online platform provided by the Company’s share registry, Automic, at
https://investor.automic.com.au.
Details on how to use the online platform, answers to frequently asked questions and how to access the Notice
are available on the Airtasker website at https://www.airtasker.automic.com.au/investor-information
(Website).
Shareholders 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 the
Company Secretary at companysecretary@airtasker.com at least 48 hours prior to the Meeting.
Online voting procedures during the Meeting
Shareholders wishing to vote or their attorneys, or in the case of a Shareholder or proxy which is a corporation,
corporate representatives, must log in online and register to participate in the virtual Meeting by clicking on
the following link at https://investor.automic.com.au.
Registration for attendance at the virtual meeting will open at 10:00am (AEDT) on Wednesday 29 November
2023. Shareholders wishing to attend the Meeting must login to the Automic website at
https://investor.automic.com.au at this time to obtain the virtual Meeting webinar link.
Voting virtually on the day of the Meeting
Shareholders who wish to vote virtually on the day of the Meeting will need to login to the Automic website at
https://investor.automic.com.au with their username and password.
Shareholders who do not have an account with Automic are strongly encouraged to register for an account
as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.
How do I create an account with Automic?
To create an account with Automic, please go to the Automic website at https://investor.automic.com.au.
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.
I have an account with Automic, what are the next steps?
Shareholders who have an existing account with Automic (note: with a username and password) are advised to
take the following steps to attend and vote virtually on the day of the Meeting:
1.
Login to the Automic website at https://investor.automic.com.au using your username and password.
2.
(Registration on the day) If registration for the virtual Meeting is open, click on “Meeting open for
registration” and follow the steps. After registering successfully, you will be provided with the virtual
Meeting webinar link.
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3.
(Live voting on the day) If live voting for the virtual Meeting is open, click on “Meeting open for voting”
and follow the steps.
Voting by proxy
Completed Proxy Forms must be delivered to the Registry by 11.00 am (AEDT) on Monday 27 November 2023
in any of the following ways:
Online
Lodge your Proxy vote online at https://investor.automic.com.au/#/loginsah by following the
instructions:
Login to the Automic website using the holding details as shown on page 1.
Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on page 1.
For further information on the online proxy lodgement process please see the Online Proxy
Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/.
By Post
Automic, GPO Box 5193, Sydney NSW 2001
By Hand
Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Your vote is important
The business of the Meeting affects your shareholding and your vote is important.
Voting eligibility
The 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 Shareholders at 7.00pm (AEDT) on
Monday 27 November 2023.
Notice to persons outside Australia
The Explanatory Statement has been prepared in accordance with Australian laws, disclosure requirements and
accounting standards. These laws, disclosure requirements and accounting standards may be different to those
in other countries.
The distribution of the Explanatory Statement may, in some countries, be restricted by law or regulation.
Accordingly, persons who come into possession of this Explanatory Statement should inform themselves of,
and observe, any such restrictions.
Voting requirements
In accordance with section 250JA of the Corporations Act, all resolutions put to Shareholders at the Meeting
will be decided by poll rather than by a show of hands.
In accordance with the Company’s Constitution and the ASX Listing Rules, each Resolution put to Shareholders
at the Meeting must be passed by way of an ordinary resolution which requires the Resolution be approved by
a majority of votes cast by Shareholders entitled to vote on the Resolution.
6
PROXY AND VOTING INSTRUCTIONS
Voting by proxy
1.
Shareholders are advised that proxy votes must be received by the Company by no later than 11.00am
(AEDT) on Monday 27 November 2023 in order to be counted in the vote for the resolution.
2.
To vote by proxy, please complete the Proxy Form and return by the time and in accordance with the
instructions set out on the Proxy Form. A Proxy Form is available online at
https://investor.automic.com.au.
3.
In accordance with section 249L of the Corporations Act, members are advised that:
(a) each member of the Company entitled to attend and vote at the Meeting has a right to appoint a
proxy;
(b) the proxy need not be a member of the Company; and
(c)
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the
proportion or number of votes each proxy is appointed to exercise. If the member appoints 2
proxies and the appointment does not specify the proportion or number of the member’s votes,
then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.
4.
A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your
proxy, you must specify on the Proxy Form:
(a) the full name of the body corporate appointed as proxy; and
(b) the full name or title of the individual representative of the body corporate to attend the
Meeting.
5.
Proxy appointments in favour of the Chair, the secretary or any Director that do not contain a direction
on how to vote will be voted by the Chair in favour of each of the Resolutions proposed in this Notice
(except as expressly set out in this Notice).
6.
Proxy Forms must be signed by a Shareholder or the Shareholder’s attorney or, if a corporation,
executed in accordance with section 127 of the Corporations Act, or signed by an authorised officer or
agent.
7.
A Proxy Form is available online at https://investor.automic.com.au. If required, a Proxy Form should be
completed, signed (and if the appointment is signed by the appointer’s attorney, accompanied by the
original authority under which the appointment was signed or a certified copy of the authority). Proxy
Forms must be returned in accordance with the instructions on the Proxy Form.
All voting enquiries to Automic.
By Telephone:
By Email:
1300 288 664 (Within Australia) or
meetings@automicgroup.com.au
+61 2 9698 5414 (Overseas)
30 October 2023
By order of the Board
Mahendra Tharmarajah
Company Secretary
Airtasker Limited
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of Shareholders in connection with the
business to be conducted at the Meeting to be held virtually at 11:00am (AEDT) on Wednesday 29 November
2023.
This Explanatory Statement should be read in conjunction with, and forms part of, the accompanying Notice.
The purpose of this Explanatory Statement is to provide information to Shareholders in deciding whether or
not to pass the Resolutions set out in the Notice.
A Proxy Form is available online at https://investor.automic.com.au.
ANNUAL REPORT
In accordance with section 317(1) of the Corporations Act, the Company’s Annual Report must be laid before
the Meeting. There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a)
discuss the Annual Report which is available on the Company’s website at
https://www.airtasker.automic.com.au/investor-information;
(b)
ask questions about, or comment on, the management of the Company;
(c)
ask the Auditor questions about the conduct of the audit and the preparation and content of the
Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the
financial statements in the Annual Report and the independence of the auditor in relation to the
conduct of the audit; and
(d)
ask questions about, or make comments on, the Remuneration Report.
In addition to taking questions at the Meeting, written questions to the Chair about the management of the
Company, or to the Company's Auditor about:
(a)
the content of the Auditor's Report; and
(b)
the conduct of the audit;
may be submitted no later than 48 hours prior to the Meeting to the Company Secretary by email to
companysecretary@airtasker.com, or may be raised during the Meeting by following the instructions in the
“Virtual Meeting Online Guide” available on the Company’s website at
https://www.airtasker.automic.com.au/investor-information.
1.
RESOLUTION 1: REMUNERATION REPORT
The Remuneration Report is set out in the Company’s Annual Report which is available on the Company’s
website at https://www.airtasker.automic.com.au/investor-information.
The Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make
comments on, the Remuneration Report at the Meeting.
The Remuneration Report identifies the Company’s Key Management Personnel for the financial year to
30 June 2023 and sets out the remuneration policy for the Company and the remuneration arrangements in
place for such persons.
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In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the
Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the
arrangements in the Remuneration Report.
However, if the Remuneration Report receives a “no” vote of 25% or more (Strike) at two consecutive annual
general meetings, Shareholders will have the opportunity to remove the whole Board (except a managing
director). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general
meetings, the Company will be required to put to Shareholders at the second annual general meeting a
resolution on whether another meeting should be held (within 90 days) at which all Directors (other than a
managing director) who were in office at the date of approval of the applicable Directors' Report must stand
for re-election.
The Company notes that its Remuneration Report did not receive a Strike at last year’s annual general meeting.
A voting exclusion statement for Resolution 1 is included in the voting exclusions. The Chair intends to exercise
all available proxies in favour of Resolution 1.
2.
RESOLUTION 2: ELECTION OF DIRECTOR – CATHERINE ANN O’CONNOR
Ms Catherine (Cass) Ann O’Connor joined Airtasker as a non-executive Director and Chair in July 2023. Cass is a
member of the Board’s Audit and Risk Committee and the Board’s Nomination and Remuneration Committee.
The Company has assessed the independence of its Directors having regard to the requirements for
independence which are set out in Principle 2 of the ASX Corporate Governance Principles and has determined
that Cass is an independent director.
Cass is currently the Chair of NextEd Group (ASX: NXD) and a number of successful venture-backed technology
companies, including brand influencer marketplace, Tribe.
Cass has 35 years’ executive, non-executive and advisory experience spanning various industries, including
media, technology, premium consumer goods, real estate and the arts. Her background is in finance, including
as a senior equities research analyst with Deutsche Bank, and investment banking and private equity investing
with a number of companies, including Turnbull & Partners, Goldman Sachs LLC and Carnegie, Wylie & Co.
Cass was previously the Chair of ASX-listed Prime Media Group, where she managed a successful exit to Seven
West Media. Cass has also held senior executive roles at some of Australia's most successful pioneering
technology success stories, including initial General Manager of OzEmail and Executive Director of Ecorp, which
launched eBay in Australia.
Cass holds a Bachelor of Business from the University of Technology, Sydney, and is a graduate of the
Australian Institute of Company Directors.
Having recently joined Airtasker, Cass brings a strong understanding and experience in scaling high growth
technology companies coupled with significant expertise in media and ASX listed businesses.
The Board (excluding Ms O’Connor) recommends that Shareholders vote in favour of Resolution 2. The Chair of
the Meeting (who will be Peter Hammond for the purposes of this Resolution) intends to vote undirected
proxies in favour of Resolution 2.
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3.
RESOLUTION 3: ELECTION OF DIRECTOR – ELLEN FRANCES COMERFORD
Ms Ellen (Ellie) Frances Comerford joined Airtasker as a non-executive Director in February 2021. Ellie is the
chair of the Board’s Audit and Risk Committee and a member of the Board’s Nomination and Remuneration
Committee.
The Company has assessed the independence of its Directors having regard to the requirements for
independence which are set out in Principle 2 of the ASX Corporate Governance Principles and has determined
that Ellie is an independent director.
Ellie has over 35 years of experience in financial services businesses in Australia and internationally across a
range of regulated sectors, including insurance, banking and finance, and associated products and services.
Ellie was the Chief Executive Officer and Managing Director of Helia Group Limited (formerly Genworth
Mortgage Insurance Australia) (ASX: HLI) between 2010 and 2016, leading the company to an IPO in 2014. Prior
executive positions in the previous 20 years were held with First American Financial Corporation (NYSE: FAF –
Fortune 500) and Citigroup Australia.
In addition to being a Non-Executive Director of Heartland Group Holdings Limited (ASX: HGH) (NZX: HGH), Ellie
is a Non-Executive Director of a number of privately held companies in Australia and the Netherlands. Ellie is a
member of Chief Executive Women.
Ellie holds a Bachelor of Economics from Macquarie University.
Having joined Airtasker immediately prior to its IPO, Ellie has brought a strong understanding of public
company governance and risk management to the business. Ellie has been instrumental in assisting Airtasker
make the transition from private to public company over the last 2.5 years and manage the rigours of being an
ASX listed business.
The Board (excluding Ms Comerford) recommends that Shareholders vote in favour of Resolution 3. The Chair
of the Meeting intends to vote undirected proxies in favour of Resolution 3.
4.
RESOLUTION 4: APPROVAL OF RIGHTS PLAN (AS AMENDED)
4.1
LISTING RULE BACKGROUND
ASX Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue
or agree to issue securities if the number of securities issued or agreed to be issued, or when aggregated with
the number of shares issued by a company during the 12 months immediately preceding the date of issue or
agreement, exceeds 15% of the number of shares on issue at the start of that 12 month period.
Listing Rule 7.2, exception 13 provides an exception to ASX Listing Rule 7.1 such that an issue under an
employee incentive scheme is not calculated as part of the 15% limitation if, within three (3) years before the
date of issue, one of the following occurred:
●
in the case of a scheme established before the entity was listed, a summary of the terms of the scheme
and the maximum number of equity securities proposed to be issued under the scheme were set out in
a prospectus (ASX Listing Rule 7.2, exception 13(a)); or
●
ordinary shareholders approved the issue of equity securities under the scheme as an exception to
Listing Rule 7.1 in accordance with the ASX Listing Rules (ASX Listing Rule 7.2, exception 13(b)).
The Company currently has the following active incentive plans:
●
the NED Equity Plan, for issues to non-executive Directors only; and
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●
the Rights Plan, which is the Compa
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