icetana Limited ACN 140 449 725
Notice of General Meeting
The General Meeting of the Company will be held at Room 36C, WeWork, 152 St
Georges Terrace, Perth Western Australia on 2 May 2022 at 9am (WST). The
General Meeting will be held as a physical meeting only.
The Notice of General Meeting 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 advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the
Company Secretary by telephone on 0439 829 898.
Due to the ongoing COVID-19 pandemic, the Company is taking precautions to facilitate an in-person Meeting in accordance with COVID-19 restrictions. If the situation in relation to
COVID-19 changes in a way affecting the ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an announcement on the ASX market announcements platform.
Shareholders are urged to attend the Meeting or vote by lodging the Proxy Form attached to the Notice.
icetana Limited
ACN 140 449 725
(Company)
Notice of General Meeting
Notice is given that the general meeting of Shareholders of icetana Limited (Company) will be held at Room 36C, WeWork, 152 St Georges Terrace, Perth Western Australia on 2 May 2022 at 9am (WST) (Meeting).
The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.
While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.
The Board will continue to monitor Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website athttps://icetana.com and the ASX announcement platform.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders as at 5pm (WST) on 29 April 2022. The Directors encourage all eligible Shareholders to lodge Proxy Forms prior to 5pm (WST) on 29 April 2022.
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
Resolutions
Resolution 1
- Approval of issue of Employee Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 21,250,000 Employee Options on the terms and conditions set out in the Explanatory Memorandum."
Resolution 2
- Approval of issue of Director Options to Directors
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:
"That, pursuant to and in accordance with Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of Director Options to Directors (or their respective nominees) under the Plan as follows:
(a) up to 10,000,000 Director Options to Matthew Macfarlane;
(b) up to 1,500,000 Director Options to Geoffrey Pritchard;
(c) up to 900,000 Director Options to Deanna Carpenter;
(d) up to 900,000 Director Options to Colm O'Brien; and
(e) up to 900,000 Director Options to Clinton Snow,
or their respective nominees, on the terms and conditions in the Explanatory Memorandum."
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a) Resolution 1 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares); and
(b) Resolution 2(a), (b), (c), (d) or (e) by or on behalf of Matthew Macfarlane, Geoffrey Pritchard, Deanna Carpenter, Colm O'Brien and Clinton Snow (or their respective nominees), a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote, 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.
Voting prohibitions
Resolution 2(a), (b), (c), (d) and (e): In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
(d) the appointment does not specify the way the proxy is to vote on the Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(e) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Further, in accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.
However, the above prohibition does not apply if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
BY ORDER OF THE BOARD
Rafael Kimberley-Bowen Company Secretary
icetana Limited
Dated: 23 March 2022
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