Notice of Annual General Meeting
AIRTASKER LIMITED
ACN 149 850 457
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD AT
11:00 AM (AEDT) ON WEDNESDAY 26 NOVEMBER 2025
IN-PERSON AT
AUSTRALIA SQUARE
LEVEL 7, 264 GEORGE STREET, SYDNEY NSW 2000
AND VIRTUALLY THROUGH THE
AUTOMIC INVESTOR PORTAL
https://investor.automic.com.au
1
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 2025 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 26 November
2025 for the purpose of transacting the business referred to in this Notice of Meeting (Notice).
Time: 11.00 am (AEDT)
Date: Wednesday 26 November 2025
In-person: The Meeting will be held in-person at Australia Square, Level 7, 264 George Street, Sydney
NSW 2000.
Virtually: The Meeting will also be held virtually through the Automic Investor Portal at
https://investor.automic.com.au.
Participating: Shareholders with an existing Automic account will be able to participate in the Meeting
virtually and vote online.
Further information and access 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.
2
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 2025.
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 2025, 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 XIAOFAN (FRED) BAI
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, Xiaofan (Fred) Bai retires, and being eligible, is re-elected as a Director of the Company.”
SPECIAL BUSINESS
RESOLUTION 3: 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 4: ISSUE OF NED RIGHTS TO ELLEN FRANCES COMERFORD
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 Ellen Frances Comerford, or her nominee, in lieu of the payment of
certain director fees payable to Ms Comerford 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.
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RESOLUTION 5: ISSUE OF NED RIGHTS TO XIAOFAN (FRED) BAI
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, Mr Xiaofan (Fred) Bai, or his nominee, in lieu of the payment of certain
director fees payable to Mr Bai 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 NED RIGHTS TO PETER JOHN HAMMOND
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, Mr Peter John Hammond, or his nominee, in lieu of the payment of
certain director fees payable to Mr Hammond 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 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
up to $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 2026,
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.
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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, 4, 5, 6 and 7: In accordance with section 250BD of the Corporations Act, a vote must not be cast
on Resolutions 3, 4, 5, 6 and 7 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, 4, 5 and 6: The Company will disregard any votes cast in favour of Resolutions 3, 4, 5 and 6 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; and
(b) any associate of such a person.
Resolution 7: The Company will disregard any votes cast in favour of Resolution 7 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.
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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 Shareholders will be held at 11:00 am (AEDT) on Wednesday
26 November 2025. 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 Investor Portal at https://investor.automic.com.au.
Registration for attendance at the Meeting will open at 10:30 am (AEDT) on Wednesday 26 November 2025.
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.
Registering an account with Automic
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.
An account can be created via the following link https://investor.automic.com.au, clicking on “Register” and
following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN)
or Holder Identification Number (HIN)) to create an account with Automic.
To access the Meeting virtually on the day:
1. Open your internet browser and go to https://investor.automic.com.au.
2. Login with your username and password. If you do not already have an account, click “Register” and
follow the prompts. Shareholders are encouraged to create an account prior to the commencement of
the Meeting to avoid delays in accessing the Meeting virtually.
3. After logging in, a banner will display at the bottom of the screen to indicate that the Meeting is open
for registration. Click “Register”. Alternatively, select “Meetings” from the left-hand menu to join the
Meeting.
4. Click on “Join Meeting” and follow the prompts.
Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice below) and
ask questions at the Meeting virtually.
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.
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Attending and/or voting virtually on the day of the Meeting
Shareholders who wish to vote virtually on the day of the Meeting can do so by logging into the Automic
Investor Portal.
1. Open your internet browser and go to https://investor.automic.com.au.
2. Login with your username and password. If you do not already have an account, click “Register” and
follow the prompts. Shareholders are encouraged to register prior to the commencement of the
Meeting to avoid delays in accessing the Meeting virtually.
3. After logging in, a banner will appear at the bottom of the screen to indicate that the Meeting is open
for registration. Click “Register”. Alternatively, select “Meetings” from the left-hand menu to join the
Meeting.
4. Click on “Join Meeting” and follow the prompts.
5. When the Chair of the Meeting declares the poll open, select “Voting” from the right-hand menu to
vote.
6. Select either the “Full” or “Allocate” option to access your electronic voting card.
7. Follow the prompts to record your voting direction for each resolution and click “Submit votes”. For
allocated votes, the number of votes submitted must not exceed your remaining available units.
Important: Votes cannot be amended once submitted.
For further information on the live voting process please see the Registration and Voting Guide at
https://www.automicgroup.com.au/virtual-agms/.
It is recommended that Shareholders wishing to attend the Meeting virtually login from 15 to 30 minutes prior
to the scheduled start time.
Additional Shareholder information
Also available at https://www.automicgroup.com.au/virtual-agms/ 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 24 November 2025.
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.
7
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 within the correspondence section of the Automic Investor Portal account 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 (outside Australia).
Shareholders are advised that proxy votes must be received no later than 11.00 am (AEDT) on Monday 24
November 2025 in order to be counted in the vote for the Resolutions.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
(a) each Shareholder 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 Shareholder of the Company; and
(c) a Shareholder 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 Shareholder appoints 2 proxies
and the appointment does not specify the proportion or number of the Shareholder’s votes, then in
accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
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 24 November 2025 in
any of the following ways:
Online 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/.
By Post Lodge your proxy vote by post with Automic at GPO Box 5193, Sydney NSW 2001.
By Hand Lodge your proxy vote by hand with Automic at Level 5, 126 Phillip Street, Sydney NSW 2000.
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All voting enquiries to Automic:
By telephone:
1300 288 664 (within Australia) or
+61 2 9698 5414 (outside Australia)
By email:
meetings@automicgroup.com.au
27 October 2025
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 at 11:00 am (AEDT) on Wednesday 26 November 2025.
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.investors.airtasker.com/annual-reports;
(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 at
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.investors.airtasker.com/agm.
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.investors.airtasker.com/annual-reports.
The Chair will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on,
the Remuneration Report at the Meeting.
10
The Remuneration Report identifies the Company’s Key Management Personnel for the financial year to
30 June 2025 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 XIAOFAN (FRED) BAI
Pursuant to Article 41.2 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes,
Xiaofan (Fred) Bai, being a Director, retires by way of rotation and, being eligible, offers himself for re-election
as a Director.
Fred joined the Company as a non-executive Director in April 2015.
Fred is a co-founder and director of Morning Crest Capital, a Hong Kong-based venture capital fund. Fred is
currently founder and CEO of Fanyu Investment, an equity investment management company. Fred was a co-
founder and director of NASDAQ listed company Reven Housing REIT. He is very experienced in investing and
facilitating growth of both listed and unlisted companies.
Fred started his career in the investment banking department of Macquarie Bank, then the proprietary trading
department of Shenyin Wanguo and securities management department of China Pacific Insurance Co.
Fred holds a Bachelor of Commerce from the University of Sydney and his working experiences include
Australia, Japan, China, Hong Kong and the USA.
Fred's contributions to Airtasker have been in business strategy development, international markets expansion
and fund raising.
Fred remains a fully responsible Director with deep understanding of Airtasker's business and its future
strategy. He will continue to leverage his rich experience in international markets for the development of
Airtasker.
The Board (excluding Mr Bai) recommends that Shareholders vote in favour of Resolution 2. The Chair intends
to vote undirected proxies in favour of Resolution 2.
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3. RESOLUTIONS 3 TO 6: ISSUE OF NED RIGHTS TO DIRECTORS
As previously disclosed, the Board has adopted a remuneration policy for non-executive Directors which
permits non-executive Directors to receive all or some of their non-executive director fees as equity in lieu of
cash fees. This policy has been adopted to encourage increased share ownership by non-executive Directors to
align their interests with Shareholder interests, which is consistent with the recommendations around non-
executive director remuneration set out in the ASX Corporate Governance Council's Corporate Governance
Principles and Recommendations.
Under the non-executive Director remuneration policy, a non-executive Director may elect to forgo all or part
of their entitlement to be paid director fees (excluding superannuation) in cash and instead receive such
number of NED Rights equal in value to the forgone amount of director fees under the NED Equity Plan.
The non-executive Directors are entitled to make an election in respect of each financial year as to whether
they wish to participate in the NED Equity Plan and, if so, to what extent, in accordance with the Company’s
non-executive Director remuneration policy. Directors may also nominate a Closely Related Party to receive
their NED Rights (Nominee).
For the financial year ending 30 June 2026, the following non-executive Directors have agreed to forgo their
entitlement in whole or in part, as specified below to be paid director fees in cash for the following amounts:
(a) Ms Catherine Ann O’Connor - $16,000 (being 10% of her director fees, excluding superannuation); and
(b) Ms Ellen Frances Comerford - $100,000 (being 80% of her director fees, excluding superannuation).
These non-executive Directors will instead receive such number of NED Rights equal in value to these cash fees.
It is noted that, at the Company’s 2022 annual general meeting held on 23 November 2022, Shareholders
approved the maximum NED Rights to be issued to Ms Comerford, Mr Bai and Mr Peter John Hammond in lieu
of cash fees for a three (3) year period in accordance with ASX Listing Rule 10.14. It is further noted that, at the
Company’s 2023 annual general meeting held on 29 November 2023, Shareholders approved the maximum
NED Rights to be issued to Ms O’Connor in lieu of cash fees for a three (3) year period in accordance with ASX
Listing Rule 10.14. The approval under Resolutions 3 to 6 will now align the timing of the shareholder approvals
for the NED Rights for all the non-executive Directors (or their Nominees) for the upcoming three (3) years.
Each non-executive Director or their Nominee will receive such number of NED Rights equal in value to the
cash fees they have elected to forgo in respect of the relevant financial year. The NED Rights will be issued in
four equal tranches quarterly in arrears during the relevant financial year with the first issue to take place in
respect of the fiscal quarter ending 31 December 2025. The NED Rights will vest upon issue.
The number of NED Rights to be issued on each quarterly issue date will be calculated based on the following
formula:
N = F ÷ P
Where:
N equals the number of NED Rights to be issued to a non-executive Director or their Nominee in
respect of the relevant fiscal quarter;
F equals the amount, in dollars, of cash fees which the non-executive Director has elected to
forgo for the relevant financial year divided by four (4); and
P equals the VWAP of Shares for the 5-trading day period immediately prior to the issue date.
Resolutions 3 to 6 now seek the required shareholder approval for the Company to issue the NED Rights under
the NED Equity Plan to non-executive Directors (or their Nominees) who elect to take NED Rights in lieu of cash
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fees as set out above, for the purposes of ASX Listing Rule 10.14. The number of NED Rights under the NED
Equity Plan that each non-executive Director (or their Nominee) has elected to take in lieu of cash fees for the
purpose of ASX Listing Rule 10.14 is set out in the table in section 4.2(e).
3.1 ASX LISTING RULE 10.14
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 of its
Shareholders.
Ms O’Connor, Ms Comerford, Mr Bai and Mr Hammond are non-executive Directors of the Company.
Accordingly, Shareholder approval is required for the issue of NED Rights to these non-executive Directors in
lieu of cash fees under Listing Rule 10.14. If Shareholder approval is given under Listing Rule 10.14 pursuant to
Resolutions 3 to 6, Shareholder approval for the issue of NED Rights to the Directors under Listing Rule 10.11 is
not required.
Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolutions 3 to 6 will be to allow the Company
to issue the NED Rights to the relevant non-executive Directors (or their Nominee) without using the
Company's 15% placement capacity under Listing Rule 7.1.
Accordingly, if Shareholder approval is given for the issue of the NED Rights for the purposes of Listing Rule
10.14:
(a) Shareholder approval will not be required for the purposes of Listing Rule 7.1; and
(b) the Company will issue the NED Rights without using any of the Company’s 15% placement capacity
under Listing Rule 7.1.
If Shareholder approval is not given for the proposed issue of the NED Rights, the Company will not be able to
proceed with the proposed issue of the NED Rights and the Co
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