Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX Announcement
23 October 2026
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
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Notice of 2026 Annual General Meeting
23 October 2026 Change Financial Limited (ASX: CCA) (Change or the Company) advises that its
Annual General Meeting for 2026 will be held on Wednesday, 25 November 2026 at 9.00 am (AEST –
Brisbane time) (Meeting) at the Office of HopgoodGanim Lawyers, Level 10, 360 Queen Street,
Brisbane, Queensland, Australia.
Attached are copies of the following documents in relation to the Meeting:
• Letter to shareholders notifying the Meeting details
• Notice of 2026 Annual General Meeting
• Proxy & Q&A 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.
Vertexon seamlessly integrates with banks and fintechs' core systems enabling delivery of phsyical,
digital and virtual card solutions to their customers. Change currently manages and processes over
45 million credit, debit, and prepaid cards worldwide.
PaySim 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. PaySim is the default testing standard for the eftpos network in Australia.
Learn more about Change at www.changefinancial.com
For more information, please contact:
Tony Sheehan
CEO
Change Financial Limited
investors@changefinancial.com
Tom Russell
Executive Director
Change Financial Limited
investors@changefinancial.com
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: Wednesday, 25 November 2026
Time of Meeting: 9.00 am (AEST)
Place of Meeting: Office of HopgoodGanim Lawyers, Level 10, 360 Queen Street, Brisbane,
Queensland, Australia
Dear Shareholder,
Change Financial Limited – Annual General Meeting
Change Financial Limited (the Company) hereby announces its intention to hold its 2026 Annual
General Meeting (AGM or Meeting) of Shareholders at 9.00 am (AEST) on Wednesday, 25
November 2026. The Meeting will be held at the Office of HopgoodGanim Lawyers, Level 10, 360
Queen 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 (ASX) Market Announcements 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 2026 Annual Report;
• Adoption of the 2026 Remuneration Report that was included in the 2026 Annual Report;
• Re-election of Director - Mr. Geoffrey Sam;
• Approval for the grant of Executive Director Performance Rights to Mr. Tom Russell;
• Approval to issue an additional 10% of the issued capital of the Company over a 12-month
period pursuant to ASX Listing Rule 7.1A; and
• Approval to update the Constitution to remove references to cheques.
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 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 Corporate Markets (AU) Limited (Share
Registry) by 5.00 pm (AEST) on Tuesday, 24 November 2026, and can be submitted online, by mail,
by fax or in person to the Company or the Share Registry.
Questions for the auditor must be received in writing at least 5 business days before the AGM, being
Wednesday, 18 November 2026.
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
Geoff Sam OAM
Chairman
15 October 2026
Notice of Annual General Meeting
and Explanatory Memorandum
Change Financial Limited
ACN 150 762 351
Date of Meeting: Wednesday, 25 November 2026
Time of Meeting: 9.00 am (AEST)
Place of Meeting: Office of HopgoodGanim Lawyers
Level 10, 360 Queen 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.
Explanatory Memorandum
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PART A - AGENDA
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 HopgoodGanim
Lawyers, Level 10, 360 Queen Street, Brisbane, Queensland on Wednesday, 25 November
2026 at 9.00 am (AEST).
Terms used in this Notice of Meeting are defined in Section 9 of the accompanying
Explanatory Memorandum.
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 2026.
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, pass the following Resolution, with or without amendment,
as a non-binding 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 2026 (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 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.
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 member of the Key Management Personnel (KMP) details of whose
remuneration are included in the Remuneration Report; and
• a Closely Related Party of such a member.
However, the above persons may cast a vote on Resolution 1 if:
• the person does so as a proxy; and
• the vote is not cast on behalf of a member of the KMP, details of whose
remuneration are included in the Remuneration Report, or a Closely Related
Party of such a member; and
• Either:
Explanatory Memorandum
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o the voter is appointed as a proxy by writing that specifies the way the proxy
is to vote on the Resolution; or
o the voter 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 the Resolution; and
o 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 KMP for the Company or, if the Company is part of
a consolidated entity, for the entity.
2. Resolution 2 – Re-election of Director - Mr. Geoffrey Sam
To consider and, if thought fit, pass the following Resolution, with or without amendment,
as an Ordinary Resolution:
“That Mr. Geoffrey Sam, who retires by rotation in accordance with Rule 40.6 of the
Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself 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.
3. Resolution 3 - Approval for the grant of Executive Director Performance Rights to Mr.
Tom Russell
To consider and, if thought fit, pass the following Resolution, with or without amendment,
as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is
given for the Company to offer and issue, 2,500,000 Performance Rights under the
Company’s Performance Rights Plan to Mr. Tom Russell, Executive Director, or his
nominee, on the terms set out in the Explanatory Memorandum.”
Voting Restriction pursuant to section 250BD of the Corporations Act
As Resolution 3 is connected directly or indirectly with the remuneration of a member of the
Key Management Personnel (KMP) for the Company, pursuant to section 250BD of the
Corporations Act, a vote on Resolution 3 must not be cast by:
• any member of the KMP for the Company (or, if the Company is a consolidated
entity, for the entity); or
• a Closely Related Party of such KMP,
who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the
Shareholder does not specify in writing the way the proxy is to vote on this Resolution 3.
However, this restriction does not apply to a vote cast on this Resolution 3 by the person
chairing the meeting as proxy for a person who is entitled to vote and the Shareholder
Explanatory Memorandum
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expressly authorises the person chairing the meeting to exercise the proxy even if this
Resolution 3 is connected directly or indirectly with the remuneration of a member of the
KMP for the Company, or if the Company is part of a consolidated entity, for the entity.
Voting exclusion statement pursuant to ASX Listing Rule 10.14
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:
• a person referred to in ASX 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 those persons (or their nominee(s)).
However, this does not apply to a vote 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 directions given to the proxy or attorney to vote on Resolution 3 in
that way;
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on
Resolution 3, 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 3; and
o the holder votes on that resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
SPECIAL BUSINESS
4. Resolution 4 - Approval to issue an additional 10% of the issued capital of the
Company over a 12-month period pursuant to ASX 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 ASX 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 ASX 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 ASX 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 4)
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. However, if that changes after the date of this
Notice of Meeting and before the date of the Meeting, the Company will disclose such
proposed issue and will disregard any votes cast in favour of Resolution 4 by or on behalf
of:
• a person who is expected to participate in, or who will obtain a material benefit as
a result of, the proposed issue of Placement Securities (except a benefit solely by
reason of being a holder of ordinary securities in the entity); or
• any associate of that person or those persons (or their nominee(s)).
However, this does not apply to a vote cast in favour of Resolution 4 by:
Explanatory Memorandum
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• a person as proxy or attorney for a person who is entitled to vote on Resolution 4 in
accordance with directions given to the proxy or attorney to vote on Resolution 4
in that way;
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on
Resolution 4, 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 4; and
o the holder votes on that resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
5. Resolution 5 – Approval to update Constitution
To consider and, if thought fit, pass the following Resolution, with or without amendment,
as a Special Resolution:
“That, for the purposes of section 136(2) of the Corporations Act and for all other
purposes, approval is given for the Company to amend its Constitution as set out below
and in the Explanatory Memorandum with effect from the close of this Meeting:
1. to replace rule 59 and rule 63.13 of the Constitution with the following:
“Rule 59: Banking and payment authorities
All payment instructions, electronic payment authorities, other negotiable instruments and
all receipts for money paid to the Company shall be signed, authorised or otherwise
executed, as the case may be, by any two Directors or in such other manner as the
Directors determine from time to time”.
“Rule 63.13: Dividends
Any Dividend, interest, or other money payable in cash in respect of Shares or Debt
Securities may be paid by:
(a) direct credit, electronic funds transfer or other electronic payment to an account
nominated by the holder to the Company for the purpose of receiving such payments, or
in the case of Joint Holders, to the account nominated to the Company by that joint
holder who is first named in the Register for the purpose of receiving such payments; or
(b) in such other manner as the Directors determine from time to time.
Payment is at the risk of the member who is (or joint holder first named in the Register who
is) the intended recipient as soon as the payment is given, transferred or otherwise
effected”.
6. Voting intentions 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 Resolutions 1
to 5 (inclusive), subject to compliance with the Corporations Act. In exceptional
circumstances, the Chair of the Meeting may change their voting intention on these
Resolutions, in which case an ASX announcement will be made.
Explanatory Memorandum
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7. General Business
To consider any other business as may be lawfully put forward in accordance with the
Constitution of the Company.
Explanatory Memorandum
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PART B – EXPLANATORY MEMORANDUM
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 HopgoodGanim Lawyers, Level 10, 360 Queen Street, Brisbane, Queensland on
Wednesday, 25 November 2026 at 9.00 am (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 before making any decision in
relation to the resolutions.
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.
Terms used in this Explanatory Memorandum are defined in Section 9.
2. Voting and Proxies
2.1. 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 7.00 pm (AEST) on Monday, 23 November 2026 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.
2.2. 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.
Explanatory Memorandum
8
To be effective, the proxy must be received at the Share Registry of the Company no
later than 9.00 am (AEST) on Monday, 23 November 2026. Proxies must be received
before that time by one of the following methods:
By post: Change Financial Limited
C/- MUFG Corporate Markets (AU) Limited
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 Corporate Markets (AU) Limited*
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
Online: https://au.investorcentre.mpms.mufg.com/Login/Login
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.
2.3. 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 9.00 am (AEST) on Monday, 23 November 2026 being 48
hours before the Meeting.
2.4. 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 Corporations Act. A “Certificate of Appointment of Corporate
Representative” form may be obtained from the Company’s Share Registry or online at:
https://au.investorcentre.mpms.mufg.com/Login/Login
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 authorised) in favour of each item.
Explanatory Memorandum
9
2.5. 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 Market
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.
2.6. 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
https://au.investorcentre.mpms.mufg.com/Login/Login 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.
3. 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 2026, has been released
to ASX and is available to Shareholders.
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.
Explanatory Memorandum
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4. Resolution 1 - Adoption of Remuneration Report
4.1 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 in the Company’s Annual Report for the period
ending 30 June 2026. 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) to consider the election of directors of the Company (Spill Resolution).
If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must
convene the Spill Meeting within 90 days of the second Annual General Meeting. All of
the directors who were in office when the second (consecutive) Remuneration Report
was considered at the second (consecutive) Annual General Meeting, other than the
Managing Director, will cease to hold office immediately before the end of the Spill
Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting,
those persons whose election or re-election as directors are approved will be the
directors of the Company.
At the 2025 Annual General Meeting, less than 25% of the votes cast were voted against
the adoption of the Remuneration Report included in the 2025 Annual Report.
The Remuneration Report:
(a) explains the Board’s policy for determining the nature and amount of remuneration
of Key Management Personnel of the Company;
(b) explains the relationship between the Board’s remuneration policy and the
Company’s performance;
(c) sets out remuneration details for each Key Management Personnel of the Company,
including details of performance-related remuneration and options granted as part
of remuneration; and
(d) details and explains any performance conditions applicable to the remuneration of
Key Management Personnel of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at
the Meeting.
4.2 Directors’ Recommendation
The Directors abstain from making a recommendation regarding Resolution 1 as it
concerns the remuneration of KMP. In accordance with the Corporations Act, a vote on
this resolution is advisory only and does not bind the Directors or the Company.
4.3 Voting restrictions on Key Management Personnel and their Closely Related Parties and
their proxies
As set out in the notes to Resolution 1, a voting restriction statement applies with respect
to the voting on this Resolution by members of the Key Management Personnel and their
Closely Related Parties and their proxies voting (in any capacity) (Voting Restriction).
Explanatory Memorandum
11
Details of the restrictions on members of KMP and their Closely Related Parties and their
proxies voting (in any capacity) are set out in the voting restriction statement included in
Resolution 1 of the Notice of Meeting.
4.4 Chair’s Voting Intentions
Shareholders should be aware that any undirected proxies given to the Chairman will be
cast by the Chairman and counted in favour of this Resolution 1, subject to compliance
with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting
may change his/her voting intention on any resolution, in which case an ASX
announcement will be made.
5. Resolution 2 - Re-election of Director - Mr. Geoffrey Sam
5.1 Background
Mr. Geoffrey Sam retires by rotation in accordance with ASX Listing Rule 14.4 and Rule
40.6 of the Company’s Constitution and, being eligible, offers himself for re-election as a
Director.
Under ASX Listing Rule 14.4 and Rule 40.6 of the Company’s Constitution, a Director shall
not continue in office for a period in excess of three consecutive years or until the third
annual general meeting following the Director’s appointment, whichever is longer,
without standing for re-election. Since Mr. Sam was last elected as a Director on 22
November 2023 at the Company’s 2023 AGM, in accordance with ASX Listing Rule 14.4
and Rule 40.6 of the Constitution, Mr. Sam will retire at the Meeting and, being eligible,
offers himself for re-election as a non-executive Director.
Resolution 2 seeks Shareholder approval for the re-election of Mr. Geoffrey Sam as a
Director of the Company.
5.2 Mr. Geoffrey Sam’s qualifications and experience
Mr. Sam is the Chair of the Board and is a highly experienced company director and
currently serves as Chair of Earlypay Limited (ASX:EPY). Prior to his appointments to ASX
listed companies, he undertook numerous Chief Executive positions at Adelaide-based
hospitals.
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