Notice of Annual General Meeting
28 October 2024
Dear Shareholder
Annual General Meeting – Notice of Meeting and Proxy Form
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 27
November 2024 commencing at 11.00 am (AEDT).
In accordance with the Company’s Constitution, the Meeting will be held as a hybrid meeting, in-person at
Australia Square, Level 7, 264 George Street, Sydney NSW 2000 and virtually through the webinar run by the
Company’s share registry, Automic Group (Automic), at
https://us02web.zoom.us/webinar/register/WN_mUJFmBsSTqqTFNCZSdPzNQ#/registration.
For those Shareholders who have not registered an email address with Automic, a hard copy letter will be sent
to your registered postal address providing details of how to access the Notice of Meeting (Notice) from the
Company’s website at https://www.airtasker.automic.com.au/investor-information or via the ASX market
announcements platform.
For those Shareholders who have registered an email address with Automic, 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 Company’s website at https://www.airtasker.automic.com.au/investor-information or via the ASX market
announcements platform.
Shareholders who wish to attend and/or vote in-person on the day of the Meeting should attend the venue
noted above while those who wish to attend and/or vote virtually on the day of the Meeting will need an
account with Automic to log in to the Automic Investor Portal at https://investor.automic.com.au.
Shareholders will have the opportunity to submit questions in real time or in advance and vote in-person or
virtually. Shareholders are encouraged to submit questions in advance of the Meeting, and at least 48 hours
prior to the Meeting, in writing to the Company Secretary at companysecretary@airtasker.com.
I encourage each Shareholder to read the Notice (including the Explanatory Statement) and consider directing
their 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 in-person or virtually. All resolutions considered at the Meeting
will be decided by poll.
Subject to the voting exclusions noted in the Explanatory Statement, the Directors unanimously recommend
that Shareholders vote in favour of all resolutions.
Thank you for your continued support of Airtasker.
Yours faithfully
Cass O’Connor
Chair
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 as a hybrid meeting at 11.00 am (AEDT) on Wednesday 27 November
2024 for the purpose of transacting the business referred to in this Notice of Meeting (Notice).
Time:
Date:
In-person:
Virtually:
Voting:
11.00 am (AEDT)
Wednesday 27 November 2024
The Meeting will be held in-person at Australia Square, Level 7, 264 George Street, Sydney NSW
2000.
The Meeting will also be held virtually through the webinar run by the Company’s share registry,
Automic Group (Automic), at
https://us02web.zoom.us/webinar/register/WN_mUJFmBsSTqqTFNCZSdPzNQ#/registration.
Voting will be through the Automic Investor Portal at https://investor.automic.com.au.
Further information and instructions are enclosed with this Notice.
The accompanying Explanatory Statement provides additional information on matters to be considered at the
Meeting. The Explanatory Statement should be read in conjunction with, and forms part of, this Notice.
Please note the important limitations and procedural requirements that will apply to the Meeting as set out in
this Notice.
The business of the Meeting affects each shareholder of the Company (Shareholder) and their 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.
The Company will ensure that all Shareholders have a reasonable opportunity to attend and participate in the
Meeting, either in-person or virtually.
Voting on all resolutions will be decided by poll. The Chair will vote undirected proxies in favour of each
resolution.
1
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 2024.
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 2024, 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: RE-ELECTION OF DIRECTOR – PETER HAMMOND
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 Company’s Constitution, ASX Listing Rule 14.4 and for all other
purposes, Peter Hammond retires, and being eligible, is re-elected as a Director of the Company.”
SPECIAL BUSINESS
RESOLUTION 3: 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 2025, 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.
2
RESOLUTION 4: 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 2025, 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.
RESOLUTION 5: RATIFICATION OF THE ISSUE OF A CONVERTIBLE NOTE TO OOH!MEDIA
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That the issue of a $5,000,000 Convertible Note in the Company to oOh!media Operations Pty Limited ACN 094
713 210 on the terms and conditions set out in the Explanatory Statement is ratified for the purposes of ASX
Listing Rule 7.4 and for all other purposes.”
Note: This resolution is subject to voting exclusions which are set out below.
RESOLUTION 6: RATIFICATION OF THE ISSUE OF A CONVERTIBLE NOTE TO ARN MEDIA
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That the issue of a $5,000,000 Convertible Note in the Company to Australian Radio Network Pty Limited ACN
065 986 987 on the terms and conditions set out in the Explanatory Statement is ratified for the purposes of ASX
Listing Rule 7.4 and for all other purposes.”
Note: This resolution is subject to voting exclusions which are set out below.
3
VOTING EXCLUSIONS
Voting exclusions in accordance with the Corporations Act
Resolution 1: The Company will disregard any votes cast, in accordance with section 250R(4) of the
Corporations Act, on Resolution 1 by or on behalf of:
(a)
a member of the Company’s 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 a 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 Company’s Key Management Personnel.
Resolutions 3 and 4: In accordance with section 250BD of the Corporations Act, a vote must not be cast on
Resolutions 3 and 4 as a proxy by a member of the Company’s Key Management Personnel at the date of the
Meeting, or a Closely Related Party of such member, 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 to exercise undirected proxies even if the
resolution is connected, directly or indirectly, with the remuneration of the Company’s Key Management
Personnel.
Voting exclusions in accordance with ASX Listing Rule 14.11
Resolutions 3 and 4: The Company will disregard any votes cast in favour of Resolutions 3 or 4, 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
Rights Plan; 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 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.
4
Resolutions 5 and 6: The Company will disregard any votes cast in favour of Resolutions 5 or 6, by or on behalf
of:
(a)
any person who participated in the issue of the Convertible Notes being ratified under Resolutions 5 or 6
respectively; 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 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.
5
IMPORTANT INFORMATION FOR SHAREHOLDERS
This information forms part of the Notice.
Time and place of Meeting
Notice is given that an Annual General Meeting of members will be held at 11:00 am (AEDT) on Wednesday 27
November 2024. In accordance with the Company’s Constitution, the Meeting will be held as a hybrid meeting,
in-person at Australia Square, Level 7, 264 George Street, Sydney NSW 2000 and virtually through the Automic
webinar at https://us02web.zoom.us/webinar/register/WN_mUJFmBsSTqqTFNCZSdPzNQ#/registration.
Registration for attendance at the Meeting will open at 10:30 am (AEDT) on Wednesday 27 November 2024.
All Shareholders will have the opportunity to attend and participate in the Meeting either in-person or virtually,
submit questions to the Chair in real time or in advance, and vote in-person or virtually. Shareholders are
encouraged to submit questions in advance of the Meeting, and at least 48 hours prior to the Meeting, in
writing to the Company Secretary at companysecretary@airtasker.com.
Attending and/or voting in-person on the day of the Meeting
Shareholders or their attorneys, or in the case of a Shareholder or proxy which is a corporation, corporate
representatives, who wish to attend and/or vote in-person on the day of the Meeting should attend the venue
at Australia Square, Level 7, 264 George Street, Sydney NSW 2000.
Attending and/or voting virtually on the day of the Meeting
Shareholders or their attorneys, or in the case of a Shareholder or proxy which is a corporation, corporate
representatives, who wish to attend and/or vote virtually on the day of the Meeting and who have an existing
account with Automic will need to log in to the Automic Investor Portal at https://investor.automic.com.au
with their username and password and register to participate in the Meeting.
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.
Details on how to use the Automic Investor Portal, answers to frequently asked questions and how to access
the Notice are available on the Company’s website at https://www.airtasker.automic.com.au/investorinformation.
Existing account with Automic
Shareholders who have an existing account with Automic and wish to attend and/or vote virtually at the
Meeting are advised to take the following steps.
Log in to the Automic Investor Portal at https://investor.automic.com.au with their username and password.
Registration on the day: If registration for the Meeting is open, click on “Meeting open for registration” and
follow the steps. After registering successfully, Shareholders will be provided with the Meeting webinar link.
Voting on the day: If live voting for the Meeting is open, click on “Meeting open for voting” and follow the
steps.
6
Registering an account with Automic
Shareholders who do not have an account with Automic and wish to attend and/or vote virtually at the
Meeting will need to register an account. To register an account, please go to the Automic Investor Portal 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.
Additional Shareholder information
Also available on the Company’s website at https://www.airtasker.automic.com.au/investor-information will
be all the information Shareholders attending the Meeting virtually will need, including the “Virtual Meeting
Online Guide” and the “Proxy Voting Online Guide” which provide instructions on using the Automic Investor
Portal, voting, asking questions, answers to frequently asked questions and access to the Notice.
Voting eligibility
The business of the Meeting affects Shareholders and their vote is important.
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 7.00 pm (AEDT) on
Monday 25 November 2024.
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.
Voting by proxy
To vote by proxy, please complete the Proxy Form in accordance with the instructions set out on the Proxy
Form.
A Proxy Form is available online at https://investor.automic.com.au or by contacting Automic at
meetings@automicgroup.com.au or via telephone on 1300 288 664 (within Australia) or +61 2 9698 5414
(overseas).
Shareholders are advised that proxy votes must be received no later than 11.00 am (AEDT) on Monday 25
November 2024 in order to be counted in the vote for the Resolutions.
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 one-half of the votes.
7
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.
Proxy appointments in favour of the Chair, the Company 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).
Proxy Forms must be completed and 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.
A Proxy Form should be completed and signed (and if signed by the appointer’s attorney, accompanied by the
original authority under which the appointment was signed or a certified copy of the authority).
Completed Proxy Forms must be delivered to Automic by 11.00 am (AEDT) on Monday 25 November 2024 in
any of the following ways:
Online
By Post
By Hand
Lodge your proxy vote online at https://investor.automic.com.au/#/loginsah.
Log in to the Automic Investor Portal.
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)).
For further information on the online proxy lodgement process please see the Online Proxy
Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/.
Lodge your proxy vote by post with Automic at GPO Box 5193, Sydney NSW 2001.
Lodge your proxy vote by hand with Automic at Level 5, 126 Phillip Street, Sydney NSW 2000.
All voting enquiries to Automic.
By telephone:
1300 288 664 (within Australia) or
+61 2 9698 5414 (overseas)
By email:
meetings@automicgroup.com.au
28 October 2024
By order of the Board
Mahendra Tharmarajah
Company Secretary
Airtasker Limited
8
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 at 11:00 am (AEDT) on Wednesday 27 November 2024.
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.
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.
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 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 in-person or 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 will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on,
the Remuneration Report at the Meeting.
9
The Remuneration Report identifies the Company’s Key Management Personnel for the financial year to
30 June 2024 and sets out the remuneration policy for the Company and the remuneration arrangements in
place for such persons.
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 vote
undirected proxies in favour of Resolution 1.
2.
RESOLUTION 2: RE-ELECTION OF DIRECTOR – PETER HAMMOND
Pursuant to Article 41.2 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Peter
Hammond, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a
Director.
Peter joined the Company as a non-executive Director in November 2013. Peter is the chair of the Board’s
Nomination and Remuneration Committee and a member of the Board’s Audit and Risk Committee.
Peter is a co-founder and director of Exto Partners Pty Ltd, a Sydney-based venture capital fund formed in
2003. Peter is a director of several of the investee companies of Exto Partners and is experienced in building
and scaling high growth companies.
Peter is a chartered accountant and prior to founding Exto Partners spent 10 years with KPMG in Australia and
the USA. As a senior executive with KPMG Consulting in New York, he focused on advising capital markets
clients on risk management, product pricing, business process re-engineering and large-scale merger
integration.
Peter holds a Bachelor of Business from the University of Technology, Sydney and is a registered Australian
Chartered Accountant.
In 2013 when Peter joined the Board, the Company’s monthly gross marketplace volume was approximately
2% of the current volume. Peter has been a significant contributor to designing and implementing the business
strategy, funding strategy and corporate governance of the Company throughout the last 11 years. He has
worked alongside Airtasker Founder and Chief Executive Officer Timothy Fung, and the other Directors, to
navigate the many challenges that have arisen during that time.
Peter continues to be a highly engaged Director with deep knowledge of the Company’s business as well as
extensive board level experience building high growth start-ups that are scaling internationally.
The Board (excluding Mr Hammond) recommends that Shareholders vote in favour of Resolution 2. The Chair
intends to vote undirected proxies in favour of Resolution 2.
10
3.
RESOLUTION 3: ISSUE OF CEO STVR RIGHTS TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE
OFFICER
3.1
BACKGROUND
The total on-target compensation of Mr Timothy John Fung, the Managing Director and Chief Executive Officer
of the Company, for the financial year ending on 30 June 2025 (FY25) is to comprise a base cash salary of
$465,000 plus statutory superannuation of $29,932 (based on a combination of the statutory maximum
superannuation contributions base and the superannuation guarantee rate) with the remainder of his
compensation proposed to be in the form of Performance Rights (subject to Shareholder approval of
Resolutions 3 and 4). The vesting of these Performance Rights is subject to meeting certain financial and nonfinancial short-term and long-term performance hurdles. Mr Fung’s FY25 total on-target compensation reflects
an increase of $17,532 versus his total on-target compensation for the financial year ending on 30 June 2024
(FY24). The Board continues to support this remuneration structure as it aligns Mr Fung more closely with the
Shareholders and the success of the Company.
Therefore, subject to Shareholder approval of each of Resolutions 3 and 4, the Company proposes to issue the
following Equity Securities to Mr Fung under the Rights Plan:
(i)
$375,000 worth of Performance Rights to Mr Fung in respect of his short-term incentive for FY25 (CEO
STVR Rights) (see Resolution 3); and
(ii)
$200,000 worth of Performance Rights to Mr Fung in respect of his long-term incentive for FY25 (CEO
LTVR Rights) (see Resolution 4).
3.2
ASX LISTING RULE 10.14 APPROVAL
ASX Listing Rule 10.14 provides that a listed company must not permit a director (or certain other classes of
persons) to acquire Equity Securities under an employee incentive scheme unless it obtains the approval if its
shareholders.
Mr Fung is both a Director and substantial Shareholder of the Company. Accordingly, Shareholder approval is
required for the issue of the CEO STVR Rights and the CEO LTVR Rights under ASX Listing Rule 10.14. As such,
Shareholder approval is being sought for the issue of the CEO STVR Rights under Resolution 3 and the CEO LTVR
Rights under Resolution 4. If Shareholder approval is given under ASX Listing Rule 10.14 pursuant to
Resolutions 3 and 4, Shareholder approval under ASX Listing Rule 10.11 is not required.
Pursuant to ASX Listing Rule 7.2, exception 14, the effect of passing Resolutions 3 and 4 will be to allow the
Company to issue the CEO STVR Rights and the CEO LTVR Rights (and issue of Shares on exercise of these
rights) to Mr Fung without using the Company's 15% placement capacity under ASX Listing Rule 7.1.
It should be noted that the approval of each of Resolutions 3 and 4 are not inter-conditional so if one
Resolution is approved by Shareholders but another is not approved by Shareholders, this does not impact the
Resolution that has been approved by Shareholders.
Accordingly, if Shareholder approval is given for the issue of the CEO STVR Rights or the CEO LTVR Rights for the
purposes of ASX Listing Rule 10.14, then in relation to the applicable Equity Securities:
(i)
Shareholder approval will not be required for the purposes of ASX Listing Rule 7.1 (for the issue or
exercise of the applicable Equity Securities); and
(ii)
the Company will issue the CEO STVR Rights or the CEO LTVR Rights (as applicable) without using the
Company’s 15% placement capacity under ASX Listing Rule 7.1.
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If Shareholder approval is not given for the issue of the CEO STVR Rights or the CEO LTVR Rights, the Company
will not be able to proceed with the proposed issue of CEO STVR Rights or CEO
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