Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX Release: Acrux Limited (ASX:ACR)
ASX Market Announcements Office, Melbourne
Level 4, North Tower, Rialto
525 Collins Street
MELBOURNE VIC 3000
15 October 2024
Notice is given of the Annual General Meeting, to be held on Thursday, 21 November 2024 at
10:00am (AEDT) in the offices of Pitcher Partners, Level 13, 664 Collins St, Docklands, Melbourne.
Copies of documents as were sent to shareholders today are attached:
1. Chair’s Cover Letter to Notice of Annual General Meeting,
2. Notice of Annual General Meeting and Explanatory Memorandum; and
3. Proxy voting form.
Yours faithfully,
Joanna Johnson
Company Secretary
Authorised for release by the Board of Acrux Limited.
For more information, please contact:
Michael Kotsanis
Acrux Limited
CEO & Managing Director
P: + 61 3 8379 0100
E: michael.kotsanis@acrux.com.au
About Acrux
Acrux is a specialty pharma company with a successful track record of developing and
commercialising a pipeline of topically applied pharmaceutical products. Drawing on 25 years of
experience, Acrux has successfully marketed through licensees a number of products worldwide
with emphasis on the United States.
Acrux is formulating and developing a range of topical generic products by leveraging its highly
skilled workforce, on-site laboratories, GMP manufacturing suite, technical, clinical and commercial
experience to bring affordable products to market. Acrux encourages collaboration and is well
positioned to discuss commercial partnering and product development opportunities.
For further information on Acrux, visit www.acrux.com.au
All Registry communications to:
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
Telephone: +61 1300 554 474
Email: registrars@linkmarketservices.com.au
Website: www.linkmarketservices.com.au
15 October 2024
Dear Acrux Shareholder
Annual General Meeting, Thursday, 21 November at 10:00am (AEDT)
You are invited to attend the 2024 Annual General Meeting (‘AGM’) of Acrux Ltd (‘Acrux’) which will
be held on Thursday, 21 November 2024 at 10:00 am (AEDT) in the offices of Pitcher Partners, Level
13, 664 Collins St, Docklands, Melbourne.
Notice of Meeting and Proxy Form
This Notice of Meeting and Explanatory Memorandum is distributed in accordance with shareholders’
instructions and is also available on our website, https://investors.acrux.com.au/investor-centre/. This
Notice of Meeting contains details on how to lodge a proxy as well as information in relation to the
business of the AGM.
The AGM is an important forum for shareholders and Acrux encourages all shareholders to attend and
participate. Questions will be invited during the meeting and may be submitted in advance to the email
address, info@acrux.com.au.
Voting
If you are unable to attend the AGM, we encourage you to vote prior to the meeting or appoint a proxy
to attend the meeting and vote on your behalf. Your personalised proxy form is attached to this letter
and the Notice of Meeting explains how this can be submitted. For a proxy appointment to be effective,
it must be received by Tuesday, 19 November 2024.
On behalf of the Board, I thank you for your continued support as a shareholder and look forward to
your attendance and participation at the AGM on Thursday, 21 November, 2024.
Yours sincerely,
Ross Dobinson
Chair, Acrux Ltd
`
ACRUX LIMITED ABN 72 082 001 152
(the Company)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting (“AGM”) of the members of Acrux Limited
will be held on Thursday, 21 November 2024 at 10:00 am (AEDT) at the offices of Pitcher Partners,
Level 13, 664 Collins St, Docklands, Melbourne.
The Explanatory Notes that accompany and form part of this Notice of Meeting describe the various
matters to be considered.
AGENDA – ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the financial report of the Company and the reports of the Directors and
Auditor for the year ended 30 June 2024.
Resolution 1 Re-election of Mr Tim Oldham as a Director
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That Mr Tim Oldham, who in accordance with clauses 58.3 and 58.4 of the Company’s
constitution ceases to hold office and offers himself for re-election as a Director, be re-elected
as a Director of the Company.
Resolution 2 Re-election of Mr Don Brumley as a Director
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That Mr Don Brumley, who in accordance with clauses 58.3 and 58.4 of the Company’s
constitution ceases to hold office and offers himself for re-election as a Director, be re-elected
as a Director of the Company.
Resolution 3 Issue of Rights to Non-executive Directors as a component of their
Remuneration
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given
for Rights to be issued to the Non-executive Directors under the Company’s Omnibus Equity
Plan (OEP) and as outlined in the Explanatory Statement.
Resolution 4 Approval of 10% Placement Capacity – Shares
To consider, and if thought fit, to pass the following resolution as a special resolution:
That for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the
issue of equity securities in the Company (Equity Securities) totalling up to 10% of the
Company’s fully paid ordinary shares on issue (Shares), calculated in accordance with the
formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the
Explanatory Statement.
Resolution 5 Adoption of Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That the Company’s remuneration report for the year ended 30 June 2024 (Remuneration
Report) be adopted and approved.
The vote on this resolution is advisory only and does not bind the Directors or the Company.
By order of the Board
Joanna Johnson
Company Secretary
15 October 2024
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of Acrux’s shareholders in
connection with business to be conducted at the AGM to be held on Thursday, 21 November 2024 at
10:00am (AEDT).
The purpose of this Explanatory Statement is to provide information to assist shareholders to vote on
the resolutions outlined in this Notice of Meeting. This Explanatory Statement is important and should
be read carefully.
Receipt of Financial Statements and Reports
The Company’s financial report and reports of the Directors and Auditor for the year ended 30 June
2024 are placed before the AGM for shareholders to discuss and ask questions. No resolution is
required in respect of these documents.
The Company’s financial report and the reports of the Directors and Auditor for the year ended 30
June 2024 have been circulated to shareholders according to their instructions and can be accessed
via the Company’s website, www.acrux.com.au.
Resolution 1: Re-election of Mr Tim Oldham as a Director
Resolution 1 seeks re-election of Mr Tim Oldham as a Director of the Company. In accordance with
clauses 58.3 and 58.4 of the Company’s constitution, Mr Oldham holds office until the conclusion of
the AGM and being eligible, offers himself to be re-elected as a Director of the Company.
Tim has 20 years of life sciences business development, alliance management and sales and
marketing experience in Europe, Asia and Australia. Tim is the CEO and Managing Director at AdAlta
Ltd (ASX: 1AD), a clinical stage biotech company which is developing an innovative range of new
antibody-like drugs. Prior to this, he led Tijan Ventures, a life sciences advisory business focussed on
strategic advisory and leadership services and acquiring cell and gene therapy assets. He was CEO
and Managing Director of Cell Therapies Pty Ltd and President of Asia Pacific for Hospira, Inc., having
held a variety of senior management roles with Mayne Pharma Ltd prior to its acquisition by Hospira
encompassing the development and commercialisation of generic pharmaceuticals, devices, biologics
and cellular therapies. Tim began his career as an engagement manager with McKinsey & Company.
Tim is a Non-executive Director of BioMelbourne Network Inc, has chaired the European Generic
Medicines Association Biosimilars and Biotechnology Committee and been a Non-executive Director
of the Alliance for Regenerative Medicine and Non-executive Director of the Generic Medicines
Industry Association.
Tim chairs the Human Capital and Nomination Committee and is a member of the Audit and Risk
Committee.
The Board recommends shareholders to vote in FAVOUR of Resolution 1.
Resolution 2: Re-election of Mr Don Brumley as a Director
Resolution 2 seeks re-election of Mr Don Brumley as a Director of the Company. In accordance with
clauses 58.3 and 58.4 of the Company’s constitution, Mr Brumley holds office until the conclusion of
the AGM and being eligible, offers himself to be re-elected as a Director of the Company.
Don has 30 years of experience as a senior partner of Ernst & Young, Oceania. He has extensive
experience in IPOs, transactions and audit and has advised and worked with Boards of organisations
ranging from some of the largest in Australia to fast growing entrepreneurial and medium sized
organisations. Don was the Oceania IPO Leader at Ernst & Young and worked with clients listing on
the Australian, US, UK and key Asian stock exchanges. He held positions as Biotech Markets Leader,
National Leader of Strategic Growth Markets and the Board of Partners of Ernst & Young.
He is a Fellow of the Institute of Chartered Accountants Australia & New Zealand and is a member of
the Australian Institute of Company Directors. He was previously Chairman and non-executive
director of Bio-Gene Technology Ltd (ASX: BGT).
Don chairs the Acrux’s Audit and Risk Committee and is a member of the Human Capital and
Nomination Committee.
The Board recommends shareholders to vote in FAVOUR of Resolution 2.
Resolution 3 Issue of Rights to Non-executive Directors as a component of their
Remuneration
Since November 2019, Non-executive Directors have received approximately half of the value of their
remuneration as monthly cash payments and half in the form of rights which vest on a quarterly basis
in accordance with service. The most recent rights were approved at the 2023 AGM and issued in
December 2023, the final tranche of which vests in November 2024.
Acrux’s Directors are committed to the Company’s success and are conscious of the need to preserve
the Company’s cash reserves. It is therefore proposed to continue the practice of remunerating Nonexecutive Directors through both cash payments and rights. These rights will be issued under the
terms of the Company’s employee incentive scheme, Omnibus Equities Plan (OEP), and in
accordance with Listing Rule 10.14 shareholder approval is sought.
Rights to be issued in accordance with this resolution will vest on a quarterly basis in arrears subject
to continuing service of the Non-executive Director. The number of rights to be issued will be
calculated using the volume weighted average share price for the 15 trading days preceding the issue
date.
If Resolution 3 is approved, the proposed change to Non-executive Directors’ remuneration will be
effective from 22 November 2024 and the rights will be issued as soon as practical, in any event no
later than 3 years after the date of the AGM. Rights issued to Directors (and any shares following
exercising of such rights) under Listing Rule 10.14, which requires securities issued to directors under
an employee share plan to be approved by shareholders, do not count towards the 15% share
placement cap available under Listing Rule 7.1.
If Resolution 3 is not passed, the Non-executive directors will revert to receiving all of their
remuneration in the form of monthly cash payments and superannuation.
In accordance with the requirements of Listing Rule 10.15, the following information is provided:
• Dr Geoff Brooke, Mr Don Brumley, Mr Ross Dobinson and Dr Timothy Oldham are Nonexecutive Directors of the company and are related parties of the Company for whom approval
must be obtained under Listing Rule 10.14.1.
• The primary purpose of issuing rights to Non-executive Directors is to preserve the
Company’s cash reserves and align the interests of Non-executive Directors with those of
shareholders towards long term sustained superior growth.
• Rights to the total value of $199,000, calculated using the volume weighted average share
price for the 15 trading days preceding issue date (VWAP), using the formula below, are
proposed to be issued following shareholder approval. Rights will vest in four equal quarterly
tranches for the period commencing 22 November 2024 and ending on 21 November 2025,
subject to continuous service and without performance vesting conditions.
•
Annual remuneration is proposed to be structured as follows:
Non-executive Director
Total
remuneration
$
88,974
Proposed cash and
superannuation
$
45,474
Value of proposed
rights
$
43,500
Mr Don Brumley
88,974
45,474
43,500
Mr Ross Dobinson (Chair)
137,828
69,328
68,500
Dr Timothy Oldham
88,974
45,474
43,500
Total
404,750
205,750
199,000
Dr Geoff Brooke
•
•
•
•
•
•
•
•
The number of rights per annum proposed to be issued is determined by the following formula:
Value of the proposed rights per annum
Issue price based on VWAP
Rights will be issued for nil cash consideration and therefore no funds will be raised.
No loan is applicable to the grant of the rights.
The last exercising date is subject to the provisions of the OEP and will be no more than 7
years after the date granted.
Each right grants the recipient a right to acquire one ordinary share in the Company for nil
consideration provided vesting conditions are achieved.
Details of securities issued under the OEP will be disclosed in Acrux’s Annual Report relating
to the period in which they were issued.
Any additional persons (who require approval under Listing Rule 10.14) who become eligible
to participate in an issue of securities under the OEP after this resolution is approved and who
were not named in this explanatory statement will not participate until approval is obtained
under Listing Rule 10.14.
The number of rights previously issued to the Non-executive Directors under the OEP are set
out in the table at the end of this section of the explanatory statement.
A summary of the material terms of the OEP is set out below:
• Offer: The Board may award options, rights, performance rights, performance shares and
ordinary shares, including Exempt Share Awards under Division 83A of the Income Tax
Assessment Act 1997 (Cth) and salary sacrifice securities awards. The Board has further
discretion to determine vesting conditions such as service conditions or other performance
hurdles, exercise prices, minimum holding periods, forfeiture conditions and other conditions
of awards and may vary or waive these terms and conditions (subject to Corporations Act 2001
limitations on shareholder approval for awards to Directors).
• Eligibility: Participants under the OEP can include permanent, full-time, or part-time
employees, Non-executive Directors, casual employees or contractors who work a pro-rata
equivalent of 40% or more of a comparable full-time position and are Australian residents for
tax purposes.
• Shares: The total number of ordinary shares over which rights or securities may be awarded
under the OEP is capped at 5% of the issued share capital of the Company. This cap includes
any securities awarded under the OEP and any other employee share scheme of the Company
that may be in place from time to time within the 3 years before any new award under the OEP,
but excludes any rights or securities that have been cancelled.
• Vesting: Rights and options vest in accordance with applicable exercise conditions. Where a
participant ceases to be employed by the Company or a related body corporate of the
Company as a result of death or serious injury prohibiting continued employment, retirement
or retrenchment or such other eligible circumstance as determined by the Board (Qualifying
Event), the Board may, in its absolute discretion, determine that unvested rights and/or options
become Vested.
• Change of Control: In the event of a change in control of the Company, the Board may in its
absolute discretion determine that any unvested rights and/or options become vested.
•
•
•
•
•
Exercise: Once options and rights have vested, they may generally be exercised prior to the
lapsing and forfeiture events. On exercise, the participant must pay any applicable exercise
price for those options and/or rights.
Quotation: Options and rights are not quoted on the ASX. The Company will apply for Official
Quotation of shares issued upon exercise of options and/or rights, in accordance with the ASX
Listing Rules.
Cessation of eligibility: Where a participant ceases to be employed by the Company or a
related body corporate, other than as a result of a Qualifying Event, any options, rights and
performance rights will be immediately forfeited, whether or not they have vested.
Restrictions: Awards are non-transferrable (subject to limited exceptions). Dealings in
securities are subject to the Company’s Securities Trading Policy and the Corporations Act
2001 as it relates to securities trading.
Amendments: To the extent permitted by the ASX Listing Rules, the Board retains the
discretion to vary the terms and conditions of the OEP.
Details of the security holdings of Non-executive Directors as at the date of this statement are set
out in the following table:
Geoff Brooke
Don Brumley(1)
Ross Dobinson
Tim Oldham
Total
(1)
(2)
(3)
Ordinary
Shares
currently
held
1,690,301
3,396,108
5,249,245
1,519,619
11,855,273
Rights
currently
held
1,062,946
797,210
1,256,554
1,062,946
4,179,656
Rights
issued
November
2018 (2)
160,000
320,000
160,000
Rights
issued
December
2019 (3)
583,322
983,334
583,332
Rights
issued
November
2021 (3)
347,624
-
Rights
issued
November
2022 (3)
552,748
552,748
950,440
552,748
Rights
issued
December
2023 (3)
1,062,946
1,062,946
1,675,405
1,062,946
Don Brumley was first appointed as a director in June 2021.
Rights issued in November 2018 were issued for nil consideration and were in lieu of an increase in remuneration.
Rights issued in December 2019, November 2021, November 2022 and December 2023 were issued for nil consideration with
the value approximating half of the Non-executive Director’s remuneration over the vesting period of each issue.
All rights issued to Non-executive Directors have been issued within the provisions of the OEP and
following the approval of shareholders at an AGM. Some of these rights have vested and have been
exercised.
Given the Board has an interest in Resolution 3, no voting recommendation is provided.
Resolution 4: Approval of 10% Placement Capacity – Shares
4.1
General
Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval, by special resolution
passed at its AGM, for additional capacity to issue Equity Securities, specifically up to 10% of issued
capital, provided the issue occurs over a 12-month period from the date of approval (10% Placement
Capacity).
An entity is an “Eligible Entity” if at the date of the relevant AGM:
(a)
it is not included in the S&P/ASX 300 Index; and
(b)
has a maximum market capitalisation (excluding restricted securities and securities
quoted on a deferred settlement basis) of equal to or less than A$300 million.
Acrux is an Eligible Entity as it is has a market capitalisation of $15,698,710 as at 4 October 2024 and
is not included in the S&P/ASX 300 Index.
If Shareholders approve Resolution 4, the number of Equity Securities Acrux may issue under the
10% Placement Capacity will be determined in accordance with Listing Rule 7.1A.2.
The effect of Resolution 4 is to allow Directors to potentially issue Equity Securities up to 10% of
Acrux’s fully paid ordinary securities on issue under the 10% Placement Capacity within 12 months of
the AGM without subsequent Shareholder approval and without using the Company’s 15% annual
placement capacity granted under Listing Rule 7.1.
If Resolution 4 is not passed, Acrux cannot access the additional 10% Placement Capacity without
shareholder approval under Listing Rule 7.1A and remains subject to the 15% limit on issuing equity
securities without shareholder approval set out in Listing Rule 7.1.
Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders eligible
to vote at the AGM must be in favour of Resolution 4 for it to be passed.
4.2
ASX Listing Rule 7.1A
Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval to issue Equity Securities in
addition its 15% annual placement capacity. Equity Securities issued must be in the same class as
an existing class of quoted Equity Securities. Acrux has one class of quoted securities on issue, being
ordinary shares.
The exact number of Equity Securities which may be issued under Listing Rule 7.1A will be calculated
according to the following formula, prescribed by Listing Rule 7.1A.2 (Formula):
(A x D) – E
Where:
A
is the number of Shares on issue 12 months before the date of issue or agreement:
plus the number of Shares issued in the prior 12 months under an exception in Listing Rule
7.2;
plus the number of partly paid shares that became fully paid in the previous 12 months;
plus the number of Shares issued in the previous 12 months with approval of holders of
Shares under Listing Rules 7.1 or 7.4; and
less the number of Shares cancelled in the previous 12 months.
D
is 10%.
E
is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in
the 12 months before the date of issue or agreement to issue that are not issued with the
approval of holders of Ordinary Securities under Listing Rule 7.1 or 7.4.
4.3
Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with Listing Rule 7.3A, the Company provides the information below in
relation to Resolution 4:
(a) Minium Price - The minimum price at which the Equity Securities may be issued is 75% of
the volume weighted average price, calculated over the 15 ASX trading days on which trades in
that class were recorded immediately before:
(i)
the date on which the price at which the Equity Securities are to be issued; or
(ii)
if the Equity Securities are not issued within 10 ASX trading days of the date at 4.3(a)(i),
the date on which the Equity Securities are issued.
(b) Date of Issue - Equity Securities may be issued under the 10% Placement Capacity from the
date of Shareholder approval at the AGM and expiring on the first to occur of the following:
(i) 12 months after the date of this AGM;
(ii) the time and date of the company’s next AGM, and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rules
11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of
the Company’s main undertaking) in which case Shareholder approval for Resolution 4 ceases to
be valid.
(c) Risk of Voting Dilution - Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any Shares under the issue.
If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity
Securities available under the 10% Placement Capacity, the economic and voting dilution of existing
Shareholders would be as shown in the table below, calculated in accordance with the formula outlined
in Listing Rule 7.1A.2, based on the current market price of Shares and the number of Equity Securities
on issue as at the date of this Notice of Meeting.
The table also shows the voting dilution impact where the number of Shares on issue (variable A in
the formula) changes and the economic dilution where there are changes in the issue price of Shares
issued under the 10% Placement Capacity.
Number of Shares
290,716,856
(Current)
436,075,284
(50% increase)*
581,433,712
(100% increase)*
Number of Shares
issued under 10%
Placement Capacity
Funds raised based Funds raised based Funds raised based
on issue price
on issue price
on issue price
(50% decrease in
current issue price)
(Current issue
price)
(50% increase in
current issue price)
29,071,686
$784,936
$1,569,871
$2,354,807
43,607,528
$1,177,403
$2,354,807
$3,532,210
58,143,371
$1,569,871
$3,139,742
$4,709,613
*The number of Shares on issue (variable “A” in the Formula) could increase as a result of the issue of Shares that
do not require Shareholder approval or that are issued with Shareholder approval under Listing Rule 7.1.
The table uses the following assumptions:
1.
The number of Shares on issue as at 4 October is 290,716,856.
2.
The issue price set out above is the closing price of the Shares on the ASX on 4 October
2024 which was $0.054.
3.
The Company issues the maximum possible number of Equity Securities under the 10%
Placement Capacity.
4.
Acrux has not issued any Equity Securities in the 12 months prior to the AGM not issued
under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule
7.1.
5.
These calculations do not show the dilution relevant to any one particular Shareholder.
All Shareholders should consider the potential impacts on their own shareholding,
depending on their specific circumstances.
6.
This table does not set out any dilution pursuant to Shareholder approvals under Listing
Rule 7.1.
Shareholders should note the possible risks that:
1.
The market price for the Company’s Shares may be significantly different on the issue
date than on the date of Shareholder approval at the AGM; and
2.
The Shares may be issued at a discounted price to the market price for those Shares
on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity - The Company would, if necessary,
utilise the 10% Placement Capacity should funds be required to support further development of its
product pipeline, commercialisation activities and the general working capital requirements of the
Company.
(e) Allocation under the 10% Placement Capacity - The Company has not yet determined the
need to utilise the Placement Capacity and therefore has also not identified recipients who could
be allotted Equity Securities under the 10% Placement Capacity. Potential recipients likely would
include both current Shareholders and new investors.
The Company will determine the need for the Placement Capacity and identify recipients of
Securities at the time of any issue having regard to the following factors:
•
the purpose of the issue;
•
alternative sources of funds available to the Company at that time, including, but not
limited to, an entitlement issue or other offer where existing Shareholders may
participate;
•
the effect of the issue of the Equity Securities on the control of the Company;
•
the circumstances of the Company, including, but not limited to, the financial position
and solvency of the Company;
•
prevailing market conditions; and
•
advice from corporate, financial and broking advisers.
4.4
Voting Exclusion
As at the date of this Notice, the Company has not approached nor invited any existing Shareholder
to participate in an issue of Equity Securities under Listing Rule 7.1A. Therefore, no existing
Shareholders are currently identified as excluded from voting on Resolution 4.
The Board unanimously recommends that you vote in FAVOUR of Resolution 4.
Resolution 5: Adoption of Remuneration Report
General
The Corporations Act 2001 requires information relating to remuneration arrangements for Directors
and senior executives to be disclosed in the Company’s Remuneration Report. The Remuneration
Report can be found in the 2024 Annual Report.
The Corporations Act 2001 requires Australian listed public companies to include a resolution at its
AGM that the Remuneration Report be adopted. The vote is advisory only and does not bind the
Company or its Directors. However, the Board will consider the outcome of the vote when reviewing
remuneration policies and practices of the Company.
Noting each Director has a personal interest in their own remuneration from the Company, as
described in the Remuneration Report, the Board unanimously recommends shareholders vote
IN FAVOUR of this resolution.
IMPORTANT VOTING INFORMATION
Entitlement to Vote and Proxies
Only registered holders of the Company’s shares as at Tuesday, 19 November 2024 at 7:00 pm
(AEDT) are eligible to vote at the AGM.
All Resolutions will be decided by Poll.
Voting by Proxy
A member who is entitled to attend and vote at this AGM may appoint up to two proxies using the
proxy form. A proxy need not be a member of the Company and may be an individual or a body
corporate. Your proxy's authority to speak and vote for you at the AGM is suspended if you are present
at the AGM.
The proxy form provides further details on appointing proxies and lodging proxy forms. Proxies and
the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must
be received not later than 10:00 am (AEDT) on Tuesday, 19 November 2024:
•
by lodging it online at the registry’s website (www.linkmarketservices.com.au) in
accordance with the instructions given there. You will be taken to have signed your proxy
form if it is lodged according to the instructions given on the website; or
•
by post addressed to Link Market Services Limited; or
•
by facsimile to Link Market Services Limited on fax number +61 2 9287 0309.
Documents received after that time will not be valid for the scheduled meeting.
You may direct your proxy how to vote by marking X in the boxes opposite each item of business.
Your votes will be cast in accord
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