Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
Adisyn Ltd | ACN 155 473 304 | 08 6158 9990 | 2 – 3/4 McGrath Road, Henderson WA 6166 | adisyn.com.au
13 OCTOBER 2026
Dear Shareholders,
NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM
Notice is hereby given that the Annual General Meeting of Shareholders of Adisyn Ltd (ASX: AI1, “Adisyn” or
“the Company”) will be held by a Virtual Meeting online via meeting registration at:
https://meeting.xcend.app/AI1AGM2026, on Thursday, 12 November 2026, at 3:00pm (AWST).
The Notice of Meeting (NOM or Notice) is important and should be read in its entirety. If you are in doubt as
to the course of action you should follow, you should consult your financial advisor, lawyer, accountant or
other professional adviser.
In accordance with section 110C-110K of the Corporations Act 2001 (Cth) (Corporations Act), Shareholders
will not be sent a hard copy of the Notice unless they have previously elected to receive documents in hard
copy. The NOM is made available to shareholders electronically. This means that:
• You can access the Notice online at the Company’s website https://investors.adisyn.com/announcements
• A complete copy of the Notice and Proxy form has been posted to the Company’s ASX Market
announcements platform at www.asx.com.au under the Company’s ASX code “AI1”
Those shareholders who receive their company communications in the post will receive a printed copy of
this announcement and their personalised proxy form.
Shareholders who receive their communications electronically will, as they have on previous occasions,
receive an email from the Company’s share registry, Xcend Pty Ltd, with links directing them to this notice
and the online voting portal https://investor.xcend.app
The Company further advises that voting on all resolutions will be conducted by a poll and encourages those
shareholders who cannot attend the meeting to lodge their proxy forms no later than 48 hours before the
meeting, being 3:00pm (AWST) on Tuesday, 10 November 2026. Any proxy forms received after that time
will not be valid for the meeting.
This ASX Announcement has been authorised for release by the Board of Adisyn Ltd
Kyla Garic
Company Secretary
Adisyn Ltd
cosec@adisyn.com.au
Adisyn Ltd
(ACN 155 473 304)
NOTICE OF ANNUAL GENERAL MEETING AND
EXPLANATORY MEMORANDUM
Thursday, 12 November 2026
3:00 PM AWST
Venue: Virtual meeting held online via meeting registration at:
https://meeting.xcend.app/AI1AGM2026
The Annual Report is available online at https://adisyn.com/.
This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from their accountant,
solicitor or other professional adviser without delay.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone
on +61 8 6141 1011 or email at cosec@adisyn.com.au.
NOTICE OF MEETING
Notice is given that the Annual General Meeting of Shareholders of Adisyn Ltd (ACN 155 473 304)
(Company) on Thursday, 12 November 2026 commencing at 3:00 PM AWST online via meeting
registration at: https://meeting.xcend.app/AI1AGM2026 (Meeting).
The Explanatory Memorandum to this Notice provides additional information on matters to be
considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this
Notice.
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 as Shareholders
at 5:00pm AWST on Tuesday, 10 November 2026.
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in
Schedule 1.
AGENDA
Annual Report
To table and consider the Annual Report of the Company and its controlled entities for the financial
year ended 30 June 2026, which includes the Financial Report, the Directors’ Report and the
Auditor’s Report.
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass as a non-binding resolution the following:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes,
the Remuneration Report that forms part of the Directors’ Report for the financial year ended
30 June 2026 be adopted by the Shareholders on the terms and conditions in the Explanatory
Memorandum.”
Please note that a vote on this Resolution is advisory only and does not bind the Directors or
the Company.
Voting Prohibition
In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any
capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are
included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast
by such person if:
(a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is
not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described
above; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a
resolution connected with the remuneration of a member of the Key Management Personnel.
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2. Resolution 2 – Re-election of Director – Mr Blake Burton
To consider and, if thought fit, pass as an ordinary resolution the following:
“That, for the purpose of clause 6.3 of the Constitution, and for all other purposes, Mr Blake
Burton, a Director , retires, and being eligible for re-election, is elected as a Director with
immediate effect.”
3. Resolution 3 – Re-election of Director – Mr Arye Kohavi
To consider and, if thought fit, pass as an ordinary resolution the following:
“That, for the purpose of clause 6.3(l) of the Constitution, and for all other purposes, Mr Arye
Kohavi, a Director, retires, and being eligible for re-election, is elected as a Director with
immediate effect.”
4. Resolution 4 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution
the following:
“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the
Company (at the time of issue) calculated in accordance with the formula prescribed in Listing
Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum.”
5. Resolution 5(a) and 5(b) – Ratification of Prior Issue of
Placement Shares (Listing Rules 7.1 and 7.1A Capacity)
To consider, and if thought fit, to pass with or without amendment, as ordinary resolutions,
the following:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the
issue of:
(a) 121,031,885 Placement Shares issued under the Company’s Listing Rule 7.1 capacity;
and
(b) 83,412,560 Placement Shares issued under the Company’s Listing Rule 7.1A capacity
on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of these Resolutions by or on behalf of:
(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely,
the Placement Participants (and/or their respective nominees)); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolutions by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance
with directions given to the proxy or attorney to vote on the Resolutions in that way;
(a) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in
accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or
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(b) 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 Resolutions in accordance with directions given by the beneficiary to
the holder to vote in that way.
(i)
6. Resolution 6 – Approval to issue Director Placement
Shares to Director (Mr Kevin Crofton)
To consider, and if thought fit, to pass with or without amendment, as an ordinary resolution,
the following:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval
is given for the Company to issue up to 1,481,481 Director Placement Shares to Mr Kevin
Crofton (and/or his nominees), on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) the person who is to receive the securities in question and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the entity) (namely, Mr Kevin Crofton (and/or his nominees)); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way;
(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.
7. Resolution 7 – Approval to issue Director Placement
Shares to Director (Mr Dominic O’Hanlon)
To consider, and if thought fit, to pass with or without amendment, as an ordinary resolution,
the following:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval
is given for the Company to issue 1,481,481 Director Placement Shares to Mr Dominic
O’Hanlon (and/or his nominees), on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) the person who is to receive the securities in question and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the entity) (namely, Mr Dominic O’Hanlon (and/or his nominees)); or
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(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way;
(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.
Dated 13 October 2026
BY ORDER OF THE BOARD
Ms Kyla Garic
Company Secretary
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EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of the
Company in connection with the business to be conducted at the Meeting to be held by virtual
means via https://meeting.xcend.app/AI1AGM2026 on Thursday, 12 November 2026
commencing at 3:00 PM AWST.
This Explanatory Memorandum should be read in conjunction with and forms part of the
accompanying Notice. The purpose of this Explanatory Memorandum is to provide
information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
2.1 How to participate and vote at the meeting
Shareholders can attend the Meeting online at the following link
https://meeting.xcend.app/AI1AGM2026.
The Company’s share registry, requires Shareholders to register their attendance in advance
through via the virtual meeting portal using the instruction below:
(a) Enter the link https://meeting.xcend.app/AI1AGM2026 into a web browser or to scan the
QR code on the Proxy Form; and
(b) Shareholders will need their SRN or HIN (which is printed at the top of the Proxy Form)
and their postcode.
Once Shareholders have completed registration, a Zoom webinar link and telephone dial-in
details will be provided.
Proxyholders will need to contact the Company’s share registry at least 24 hours before the
Meeting to obtain proxy login details.
Further information on how to register, participate and vote virtually is set out in the “Online
Meeting Guide” on the Proxy Form.
2.2 Proxies
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a proxy) to vote in their place. All Shareholders are invited and
encouraged to participate in the Meeting, and are encouraged to lodge a directed Proxy Form
to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form
will not preclude a Shareholder from attending and voting at the Meeting.
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
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(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies
and may specify the proportion or number of votes each proxy is appointed to
exercise, but where the proportion or number is not specified, each proxy may
exercise half of the votes.
Shareholders and their proxies should be aware that:
(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) Any directed proxies which are not voted will automatically default to the Chair, who
must vote the proxies as directed.
Further details are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may
specify the way the proxy is to vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed); and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to Chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,
on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded
as attending;
(ii) the proxy does not vote on the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been
appointed as the proxy for the purposes of voting on the resolution at the meeting.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
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2.3 Proxy Holders and Voting Instructions
If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are
authorising the Chair to cast your undirected vote on all proposed resolutions.
If a member of the Company’s Key Management Personnel, or a Closely Related Party of
such member, is appointed as your proxy, they will not be able to vote your proxy on
Resolution 1, Resolution 6 and Resolution 7 unless you direct them how to do so.
If you intend to appoint a member of the Company’s Key Management Personnel, or a
Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to
direct them how to vote on Resolution 1, Resolution 6 and Resolution 7, by marking “For”,
“Against” or “Abstain” for each of those resolutions.
2.4 Submit your Proxy Vote
2.4.1 Online
Lodge your proxy vote online by scanning the QR Code on the enclosed Proxy Form with
your tablet or mobile, or enter the following URL into your internet browser:
https://investor.xcend.app/sha.
2.4.2 By Paper
If you do not wish to vote online, then it is necessary to complete in accordance with the
detailed instructions set out on the enclosed Proxy Form.
The return of your completed form (ONLY if you do NOT vote online) can be done by one of
the following ways:
BY MAIL: Xcend Pty Ltd
PO Box R1905
Royal Exchange NSW 1225
BY EMAIL: meetings@xcend.co
BY QR CODE: Using the QR Code on the Proxy Form
3. Annual Report
There is no requirement for Shareholders to approve the Annual Report.
Shareholders will be offered the following opportunities:
(a) discuss the Annual Report which is available online at https://adisyn.com/;
(b) ask questions or make 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.
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:
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(a) the preparation and the content of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies by the Company in relation to the preparation of the financial
statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 Business Days before the Meeting to the Company
Secretary at the Company’s registered office.
4. Resolution 1 – Adoption of Remuneration Report
Section 250R(2) of the Corporations Act provides that the Company is required to put the
Remuneration Report to the vote of Shareholders. The Directors’ Report contains the
Remuneration Report which sets out the remuneration policy for the Company and reports
the remuneration arrangements in place for the executive Directors, specified executives and
non-executive Directors.
Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not
bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will
not require the Directors to alter any of the arrangements in the Remuneration Report.
However, the Corporations Act also gives Shareholders the opportunity to remove the Board
if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual
general meetings (Two Strikes Rule).
Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’
vote of 25% or more 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 the
managing director) who were in office at the date of approval of the applicable Directors’
Report will cease to hold office immediately before that further meeting but may stand for re-
election.
At the Company’s previous annual general meeting the votes cast against the Remuneration
Report considered at that annual general meeting were less than 25%. Accordingly, a further
resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or
make comments on the Remuneration Report.
The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of
the Meeting is appointed as your proxy and you have not specified the way the Chair is to
vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered
to have provided the Chair with an express authorisation for the Chair to vote the proxy in
accordance with the Chair’s intention.
5. Resolution 2 – Re-election of Director – Mr Blake Burton
5.1 General
Clause 6.3 of the Constitution requires that at the Company’s annual general meeting in every
year, one-third of the Directors for the time being, or, if their number is not a multiple of 3,
then the number nearest one-third (rounded down to the nearest whole number), shall retire
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from office, provided always that no Director (except a managing director) shall hold office
for a period in excess of 3 years, or until the third annual general meeting following his or her
appointment, whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been longest in the
office since their last election, but, as between persons who became Directors on the same
day, those to retire shall (unless they otherwise agree among themselves) be determined by
drawing lots.
A Director who retires by rotation under clause 6.3 of the Constitution is eligible for re-
election.
Mr Blake Burton (Mr Burton) will retire in accordance with clause 6.3 of the Constitution and
being eligible, seeks re-election.
5.2 Background and qualifications
Details of Mr Burton’s background and experience are set out in the Annual Report.
5.3 Independence
If re-elected, the Board considers Mr Burton to not be an independent director.
5.4 Board recommendation
The Board (excluding Mr Burton) recommends that Shareholders vote in favour of
Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of
Resolution 2.
6. Resolution 3 – Re-election of Director – Mr Arye Kohavi
6.1 General
Clause 6.3(l) of the Constitution requires that a Director who ceases to be the managing
director must retire at the next annual general meeting following the Director ceasing to be
managing director.
A Director who retires under clause 6.3(l) of the Constitution is eligible for re-election.
On 7 September 2026, the Company announced that Mr Arye Kohavi’s (Mr Kohavi) role with
the Company had been varied from Managing Director to Non-Executive Director, effective
immediately.
Accordingly, Mr Kohavi will return in accordance with clause 6.3(l) of the Constitution and
being eligible, seeks re-election.
6.2 Background and qualifications
Details of Mr Kohavi’s background and experience are set out in the Annual Report.
6.3 Independence
If re-elected, the Board considers Mr Kohavi to not be an independent director.
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6.4 Board recommendation
The Board (excluding Mr Kohavi) recommends that Shareholders vote in favour of
Resolution 3. The Chair of the meeting intends to vote undirected proxies in favour of
Resolution 3.
7. Resolution 4 – Approval of 10% Placement Facility
7.1 General
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued
share capital through placements commencing from the date of the Meeting where the
Company obtains the approval until the earlier of the following:
(a) the date that is 12 months after the date of the Meeting at which the approval is
obtained;
(b) the time and date of the Company’s next annual general meeting; or
(c) the time and date of the approval of Shareholders of a transaction under Listing Rule
11.1.2 or 11.2 in respect of the Company,
(10% Placement Facility).
The 10% Placement Facility is in addition to the Company’s 15% placement capacity under
Listing Rule 7.1.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the
S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company
currently has a market capitalisation of $123,625,029 (based on the number of Shares on
issue and the closing price of Shares on the ASX on 28 September 2026) and is therefore
an eligible entity.
The Company is now seeking Shareholder approval by way of a special resolution to have
the ability to issue Equity Securities under the 10% Placement Facility.
The exact number of Equity Securities to be issued under the 10% Placement Facility will be
determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer Section
7.2(c) below).
7.2 Description of Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to
shareholder approval by way of a special resolution at an annual general meeting.
Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at
the Meeting must be in favour of Resolution 4 for it to be passed.
(b) Equity Securities
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue one class of quoted Equity
Securities, being Shares (ASX: AI1).
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(c) Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder
approval at an annual general meeting may issue or agree to issue, during the 12 month
period after the annual general meeting, a number of Equity Securities calculated in
accordance with the following formula:
(A x D) – E
Where:
A is the number of fully paid ordinary securities on issue at the commencement
of the relevant period:
(A) plus the number of fully paid ordinary securities issued in the relevant
period under an exception in Listing Rule 7.2 other than Exception 9,16
or 17;
(B) plus the number of fully paid ordinary securities issued in relevant
period on the conversion of convertible securities within Listing Rule
7.2 Exception 9 where:
(1) the convertible securities were issued or agreed to be issued
before the commencement of the relevant period; or
(2) the issue of, or agreement to issue, the convertible securities
approved, or taken to have been approved, under Listing Rule
7.1 or 7.4;
(C) plus the number of fully paid ordinary securities issued in relevant
period under an agreement to issue securities within Listing Rule 7.2
Exception 16 where:
(1) the agreement was entered into before the commencement of
the relevant period; or
(2) the agreement or issue was approved, or taken under these
rules to have been approved, under rule 7.1 or rule 7.4;
(D) plus the number of any other fully paid ordinary securities issued in the
relevant period with approval under rule 7.1 or rule 7.4;
(E) plus the number of partly paid ordinary securities that became fully
paid in the relevant period;
(F) less the number of fully paid shares cancelled in the relevant period.
Note that A has the same meaning in Listing Rule 7.1 when calculating an
entity’s 15% placement capacity.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under Listing
Rule 7.1A.2 in the relevant period where the issue or agreement has not been
subsequently approved by the holders of its ordinary securities under Listing
Rule 7.4.
(d) Listing Rule 7.1A and Listing Rule 7.3A
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The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition
to the entity’s 15% placement capacity under Listing Rule 7.1.
At the date of this Notice, the Company has on issue 1,177,381,234 Shares and
therefore, subject to Shareholders approving Resolutions 4, 5(a) and 5(b), will have
capacity to issue:
(i) 176,607,185 Equity Securities under Listing Rule 7.1; and
(ii) 117,738,123 Equity Securities under Listing Rule 7.1A.
The actual number of Equity Securities that the Company will have capacity to issue
under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities
in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)
above).
(e) Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less
than 75% of the VWAP of Equity Securities in the same class calculated over the 15
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 is
agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in
paragraph (i) above, the date on which the Equity Securities are issued.
(f) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid
from the date of the Meeting at which the approval is obtained and expires on the earlier
to occur of:
(i) the date that is 12
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