Announcement PDF ASX Announcement 18 October 2024 Notice of 2024 Annual General Meeting 18 October 2024 – Change Financial Limited (ASX: CCA) advises that its Annual General Meeting for 2024 will held on Thursday, 21 November 2024 at 3.00pm (AEST – Brisbane time) (Meeting) at the Office of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane Queensland, Australia. Attached are copies of the following documents in relation to the Meeting: • Letter to shareholders notifying the Meeting details • Chairman’s Letter to shareholders summarising the agenda and setting out further arrangements in relation to the Meeting • Notice of 2024 Annual General Meeting • Proxy Form (a personalised proxy form will be sent to each shareholder) Authorised for release by the Board of Change Financial Limited. About Change Financial Change Financial Limited (ASX: CCA) (Change) is a global fintech, leveraging innovative and scalable technology to provide tailored payment solutions, card issuing and testing to banks and fintechs. Change’s technology is used by 150+ clients across 40+ countries to deliver simple, flexible, and fast-to-market payment services, including card issuing and testing. Change’s payments as a service (PaaS) platform Vertexon, seamlessly integrates with banks and fintechs’ core systems enabling delivery of digital and virtual card solutions to their customers. It includes integrated features such as Apple Pay, Google Pay, Samsung Pay and Buy Now Pay Later (BNPL) services. Change currently manages and processes over 27 million credit, debit, and prepaid cards worldwide. Using PaySim, Change tests payment systems to help clients meet the reliability and performance expectations of end customers. Simulating the full transaction lifecycle across multiple systems, PaySim enables banks and fintechs to complete end-to-end testing of their payment platforms and processes from a desktop. Change also provides the default standard for payments testing for many Australian companies, including Australia’s domestic card payment service eftpos. Learn more about Change at www.changefinancial.com For more information, please contact: Tony Sheehan CEO Change Financial Limited investors@changefinancial.com Tom Russell Director Change Financial Limited investors@changefinancial.com CHANGE FINANCIAL LIMITED WEBSITE www.changefinancial.com ACN 150 762 351 REGISTERED ADDRESS: Suite 3E, Level 3, 340 Adelaide Street, Brisbane QLD 4000 POSTAL ADDRESS: GPO Box 1322, Brisbane QLD 4001 If you are having trouble viewing this email please click here NOTE: SAMPLE ONLY – PERSONALISED COPIES TO BE SENT TO SHAREHOLDERS Dear Shareholder, Change Financial Limited – Annual General Meeting Change Financial Limited (the Company) hereby announces its intention to hold its 2024 Annual General Meeting (AGM or Meeting) of Shareholders at 3pm (Brisbane time) on Thursday 21st November 2024. This meeting will be a Physical Meeting held at the Office of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane Queensland, Australia The full Notice of Meeting, which sets out the Agenda (including details of all resolutions being put to the meeting), important Voting Information and an Explanatory Memorandum, can be found at https://changefinancial.com/investors/. We are also offering all shareholders the opportunity to lodge their proxy vote on-line. If you would like to take advantage of this service please click on the following link(s) to lodge your proxy vote(s). The Change Financial 2024 Annual Report is now available; to view please [link included in live letters] We are also offering all shareholders the opportunity to lodge their proxy vote on-line. If you would like to take advantage of this service, please click on the following link(s) to lodge your proxy vote(s). [placeholder for personalised link] Once you have clicked on the link(s), you will need to enter your postcode (Australian address) or country code (overseas address). Please follow the instructions to lodge your proxy. If you have problems accessing this service, please contact our share registry, MUFG Corporate Markets, a division of MUFG Pension & Market Services on +61 1300 554 474 or email registrars@linkmarketservices.com.au. Regards, Eddie Grobler Chairman Change Financial Limited If you wish to change your communication options, please go to the registry's website at www.linkmarketservices.com.au Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services. Notice is given that the Annual General Meeting (AGM or Meeting) of Shareholders of Change Financial Limited ACN 150 762 351 (Company) will be held: Date of Meeting: Thursday, 21 November 2024 Time of Meeting: 3.00pm (AEST) Place of Meeting: Office of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland, Australia Dear Shareholder, Change Financial Limited – Annual General Meeting Change Financial Limited (the Company) hereby announces its intention to hold its 2024 Annual General Meeting (AGM or Meeting) of Shareholders at 3.00pm (AEST) on 21 November 2024. The Meeting will be held at the Office of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland, Australia. The full Notice of Meeting, which sets out the Agenda (including details of all resolutions being put to the meeting), important Voting Information and an Explanatory Memorandum, can be found at www.changefinancial.com or on the Australian Securities Exchange Limited (ASX) Market Announcement Platform under the Company’s code: CCA. In accordance with section 110D of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the Notice of Meeting (Notice) unless a Shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Act. The agenda of the Meeting will be to consider the following items of business: • • • • • • • Receive and consider the Company’s 2024 Annual Report; Adoption of the 2024 Remuneration Report that was included in the 2024 Annual Report; Re-election of Director - Mr. Eddie Grobler; Ratification of prior issue of Placement Shares; Ratification of prior grant of Options to Lead Manager (Blackpeak Capital Pty Ltd); Approval for the grant of Executive Director Performance Rights; and Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A. AGM Considerations and Shareholder Questions A discussion will be held on all items to be considered at the AGM. All Shareholders will have a reasonable opportunity to ask questions during the AGM. The Company will endeavour to answer as many of the asked questions as practicable. Shareholders who prefer to register questions in advance of the AGM are invited to do so. Written questions must be received by the Company or MUFG Pension & Market Services by 3.00pm (AEST) on Thursday, 21 November 2024, and can be submitted online, by mail, by fax or in person to the Company or Link Market Services. Questions for the auditor must be received in writing at least 5 business days before the AGM being 14 November 2024. All Resolutions by Poll Each of the resolutions proposed at the AGM will be decided on a poll. The Chair considers voting by poll to be in the interests of the shareholders as a whole, and to ensure the representation of as many Shareholders as possible at the meeting. How to Vote Please see the Notice of Meeting for details on Voting Entitlement, Proxy and Corporate Representative Instructions. We look forward to receipt of your completed Proxy form and any questions and comments you wish to submit prior to the Meeting or otherwise your attendance and participation at the Meeting. By order of the Board Eddie Grobler Chair 18 October 2024 Notice of Annual General Meeting Notice of Annual General Meeting and Explanatory Memorandum Change Financial Limited ACN 150 762 351 Date of Meeting: 21 November 2024 Time of Meeting: 3.00pm (AEST) Place of Meeting: Office of Hopgood Ganim Lawyers Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland, Australia This is an important document and requires your attention If you are in any doubt about how to deal with this document, please consult your legal, financial or other professional advisor. Notice of Annual General Meeting Notice is given that the Annual General Meeting (AGM or Meeting) of shareholders of Change Financial Limited ACN 150 762 351 (Company) will be held at the Office of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane Queensland, Australia on 21 November 2024 at 3.00pm (AEST). Terms used in this Notice of Meeting are defined in Section 9 of the accompanying Explanatory Memorandum. AGENDA ORDINARY BUSINESS Financial Report To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2024. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, pass the following Resolution, with or without amendment, as a nonbinding advisory Resolution: “That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2024 (as set out in the Directors' Report) is adopted.” The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. Voting restriction pursuant to section 250R(4) of the Corporations Act A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel (KMP) details of whose remuneration are included in the Remuneration Report; and (b) a Closely Related Party of such a member. However, the above persons may cast a vote on Resolution 1 if: (a) the person does so as a proxy; and (b) the vote is not cast on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member; and (c) either: (1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (2) the voter is the Chair of the Meeting and the appointment of the Chair as proxy: A. does not specify the way the proxy is to vote on the Resolution; and B. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity. Notice of Annual General Meeting Voting Intentions of the Chair Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair of the Meeting may change his voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form. Resolution 2 – Re-election of Director - Mr. Edward Grobler To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution: “That Mr. Edward Grobler, who retires by rotation in accordance with Rule 40.6 of the Company’s Constitution and Listing Rule 14.4 and, being eligible, offers himself up for re-election, be re-elected as a Director of the Company.” Voting Intentions of the Chair Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 2, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair of the Meeting may change his voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form. Resolution 3 – Ratification of prior issue of Placement Shares To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders grant approval for and ratify the allotment and prior issue of 46,666,668 Shares in the Company at an issue price of $0.075 per Share (Placement Shares) issued on 6 September 2024 to institutional, sophisticated and professional investors on the terms set out in the Explanatory Statement”. Voting exclusion statement pursuant to Listing Rule 7.5.8 The Company will disregard any votes on Resolution 3 by or on behalf of: • a person that participated in, or who will obtain a material benefit as a result of, the issue of the Placement Shares; or • an associate of that person or those persons. However, this does not apply to a vote if it is cast in favour of Resolution 3 by: • a person as proxy or attorney for a person who is entitled to vote on Resolution 3 in accordance with the directions given to the proxy or attorney to vote on Resolution 3 in that way; or Notice of Annual General Meeting • the Chair of the Meeting as a proxy for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 Resolution 3; and o the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Intention of Chair Shareholders should be aware that any undirected proxies given to the Chair of the Meeting will be cast by the Chair of the Meeting and counted in favour of Resolution 3 subject to compliance with the Corporations Act. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 3, in which case an ASX announcement will be made. Resolution 4 – Ratification of prior grant of Options to Lead Manager (Blackpeak Capital Pty Ltd) To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders grant approval for the prior grant of 500,000 Options exercisable at $0.15 and expiring on 9 October 2025, to Blackpeak Capital Pty Ltd ACN 601 350 841 (Blackpeak) (or its nominee)(Lead Manager Options)as part of the fees payable by the Company pursuant to the mandate with Blackpeak, on the terms set out in the Explanatory Statement”. Voting exclusion statement pursuant to Listing Rule 7.5.8 The Company will disregard any votes on Resolution 4 by or on behalf of: • a person that participated in, or who will obtain a material benefit as a result of, the issue of the Options (namely, Blackpeak Capital Pty Ltd or its nominee); or • an associate of that person or those persons. However, this does not apply to a vote if it is cast in favour of Resolution 4 by: • a person as proxy or attorney for a person who is entitled to vote on Resolution 4 in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or • the Chair of the Meeting as a proxy for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 Resolution 4; and o the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Intention of Chair Notice of Annual General Meeting Shareholders should be aware that any undirected proxies given to the Chair of the Meeting will be cast by the Chair of the Meeting and counted in favour of Resolution 4 subject to compliance with the Corporations Act. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 4, in which case an ASX announcement will be made. Resolution 5 – Approval for the grant of Executive Director Performance Rights To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of 5,400,000 performance rights under the Company’s Performance Rights Plan to Mr. Tom Russell, Executive Director, (or his nominee) (Executive Director Performance Rights) on the terms set out in the Explanatory Statement”. Voting exclusion statement pursuant to Listing Rule 10.14 The Company will disregard any votes cast on Resolution 5 by: • a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Performance Rights Plan, including Mr. Tom Russell; or • any associate of that person or persons. However, this does not apply to a vote cast in favour of Resolution 5 by: • a person as proxy or attorney for a person who is entitled to vote on Resolution 5 in accordance with directions given to the proxy or attorney to vote on Resolution 5 in that way; or • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair of the Meeting to vote on that resolution as the Chair of the Meeting decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 Resolution 5; and o the holder votes on that resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Proxy Appointment Restriction – Resolution 5 As Resolution 5 is connected directly or indirectly with the remuneration of a member of Key Management Personnel (KMP) for the Company, pursuant to section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 5 by a member of the Key Management Personnel of the Company or their Closely Related Parties who has been appointed as a proxy unless: • the appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form (directed proxy); or • the appointed proxy is the Chair of the Meeting and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on Resolution 5; and o expressly authorises the Chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Notice of Annual General Meeting SPECIAL BUSINESS Resolution 6 - Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A To consider and, if thought fit, pass the following Resolution, with or without amendment as a Special Resolution: “That, for the purposes of Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities of 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, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum (Placement Securities).” Important Note (in relation to Resolution 6) The Company is not proposing to make an issue of equity securities under 7.1A.2 as at the date of this Notice of Meeting. Accordingly, the proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes. GENERAL BUSINESS To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. By order of the Board Adam Gallagher Company Secretary 18 October 2024 Notice of Annual General Meeting Entitlement to attend and vote In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (AEST) on 19 November 2024 will be entitled to attend and vote at the Meeting as a shareholder. If more than one joint holder of shares is present at the Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted. Appointment of Proxy Shareholders who are entitled to vote at the Meeting have a right to appoint a proxy to attend the Meeting and vote on their behalf. The proxy need not be a Shareholder of the Company and may be an individual or body corporate. If a Shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the proxy appointments do not specify a proportion or number, each proxy may exercise half of the Shareholder’s votes, in which case any fraction of votes will be disregarded. 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 noted in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting. Even if you plan to attend, you are encouraged to submit a Proxy Form before the Meeting so that your vote can be counted if you cannot attend for any reason. The proxy form must be signed by the member or the member’s attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation. To be effective, the proxy must be received at the Share Registry of the Company no later than 3.00pm (AEST) on Tuesday, 19 November 2024. Proxies must be received before that time by one of the following methods: By post: Change Financial Limited C/- MUFG Pension & Market Services Locked Bag A14 Sydney South NSW 1235 Australia By facsimile: 02 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia) By delivery in person: MUFG Pension & Market Services Level 12 680 George Street Sydney NSW 2000 Online: www.linkmarketservices.com.au To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner. Notice of Annual General Meeting Power of Attorney A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 3.00pm (AEST) on Tuesday, 19 November 2024 being 48 hours before the Meeting. Corporate Representatives A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative in respect of the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Act. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au. IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on each of the resolutions then by submitting the proxy form you will be expressly authorising the Chair to exercise your proxy on the resolutions, even though some of the resolutions are connected, directly or indirectly, with approvals with respect to related parties or key management personnel. The Chair presently intends to vote all undirected proxies (where appropriately authorises) in favour of each item. Voting at the Meeting It is intended that voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands. The results of the poll will be determined following the close of the Meeting and lodged with the ASX Markets Announcements Platform. Shareholders are encouraged to submit a proxy vote ahead of the Meeting in accordance with the Appointment of Proxy instructions above. You can direct your proxy how to vote on a particular Resolution by marking the appropriate box on the Proxy Form. If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that item. If you do not mark any particular Resolution and no direction is given, you are appointing your proxy to vote as he or she decides, subject to any voting exclusions that may apply to the proxy. If you appoint a proxy, you may still attend the Meeting. However, your proxy’s rights to speak and vote will be suspended while you are present. ENCLOSURES Enclosed are the following documents: • Proxy Form to be completed if you would like to be represented at the Meeting by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Change Financial Limited’s share registry’s website at www.linkmarketservices.com.au to ensure the timely and cost-effective receipt of your proxy; • a reply-paid envelope for you to return the Proxy Form if you do not wish to use the online voting facility. 1. Introduction This Explanatory Memorandum is provided to shareholders of Change Financial Limited ACN 150 762 351 (Company) to explain the resolutions to be put to Shareholders at the Meeting to be held at the Office of Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane Queensland, Australia on 21 November 2024 at 3.00pm (AEST). The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote on the Resolutions. The Company’s Notice of Annual General Meeting and this Explanatory Memorandum should be read in their entirety and in conjunction with each other. Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution. The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions. Terms used in this Explanatory Memorandum are defined in Section 9. 2. Consider the Company’s Annual Report The Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the financial statements for the Company and its controlled entities for the financial year ended 30 June 2024 was released to the ASX on 29 August 2024. Shareholders can access a copy of the Company’s Annual Report at www.changefinancial.com/investors/. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. The Company’s Annual Report is placed before the Shareholders for discussion. No voting is required for this item. 3. Resolution 1 - Adoption of Remuneration Report 3.1 Remuneration Report The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution in accordance with section 250R of the Corporations Act. The Remuneration Report is set out on pages 11 to 18 of the Company’s Annual Report for the period ending 30 June 2024. The Annual Report is available to download on the Company’s website. Under the Corporations Act, if at least 25% of the votes cast on the Resolution are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, the Company will be required to put to shareholders a resolution at the second of those Annual General Meetings proposing the calling of a General Meeting (Spill Meeting)