SIMBLE SOLUTIONS LIMITED ABN 17 608 419 656
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM
TAKE NOTICE that the Annual General Meeting of Shareholders of the Company will be held at the time, date and place specified below:
Time: | 11:00 am (Sydney Time) |
Date: | Friday 20 May 2022 |
Place: | Offices of Boardroom Pty Limited |
Level 12, 225 George Street | |
Sydney NSW 2000 |
AGENDA
A. Address by the Chairman and Chief Executive Officer
B. To consider and receive the Financial Statements, Directors' Report and Auditor's Report for the Company and its controlled entities for the year ended 31 December 2021.
C. Resolutions:
Resolution 1 - Remuneration Report
To consider and, if in favour, pass the following resolution in accordance with section 250R(2) of the Corporations Act:
"That, the Company adopt the Remuneration Report for the year ended 31 December 2021 in accordance with Section 250R(2) of the Corporations Act."
Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. This resolution is advisory only and does not bind the Company or the Directors.
Resolution 2 - Re-election of Director - Mr Fadi Geha
Mr Fadi Geha retires as a Director in accordance with the requirement of clause 47 of the Constitution and Listing Rule 14.5. Being eligible, he offers himself for re-election.
To consider and, if in favour, pass the following resolution as an ordinary resolution:
"That, Mr Fadi Geha, who is retiring in accordance with Listing Rule 14.5 and clause 47 of the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company."
Resolution 3 - Election of Director - Dr Daniel Tillett
Mr Tillett was appointed as a Director of the Company on 16 February 2022 to fill a casual vacancy in accordance with the provisions of clause 46 of the Constitution. Mr Tillett retires in accordance with the requirement of the Constitution and Listing Rule 14.4 and being eligible offers himself for election.
To consider and, if in favour, pass the following resolution as an ordinary resolution:
"That Daniel Tillett, who retires having previously been appointed to fill a casual vacancy in accordance with Listing Rule 14.4 and clause 46 of the Constitution and having consented to act and being eligible, be elected as a Director of the Company."
Resolution 4 - Ratification of Prior Share Allotment 45,214,564 Shares
To consider and, if in favour, pass the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 and for all other purposes, approval is given for the ratification of the prior issue, on 21 March 2022, of a total of 45,214,564 Ordinary Shares at a total price of $904,291.28 on the terms and conditions set out in the Explanatory Memorandum."
Resolution 5 - Approval to Issue 36,690,287 Shares
To consider and, if in favour, pass the following resolution as an ordinary resolution:
'That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 36,690,287 Ordinary Shares on such terms and conditions more particularly described in the Explanatory Memorandum.'
Resolution 6 - Approval to Issue up to 81,904,851 Options
To consider and, if in favour, pass the following resolution as an ordinary resolution:
'That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 81,904,851 Options on such terms and conditions more particularly described in the Explanatory Memorandum.'
Resolution 7 - Approval to Issue Shares and Options to Mr Darryl Flukes (in conjunction with his participation in the Placement)
To consider and, if in favour, pass the following resolution as an ordinary resolution:
'That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 595,149 Ordinary Shares and 595,149 Options in the Company, on such terms and conditions more particularly described in the Explanatory Memorandum, to Director, Darryl Flukes.
Resolution 8 - Approval to Issue 2,000,000 Options
To consider and, if in favour, pass the following resolution as an ordinary resolution:
'That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve to issue of up to 2,000,000 Options on such terms and conditions more particularly described in the Explanatory Memorandum.'
Resolution 9 - Approval of 10% Placement Facility
To consider and, if in favour, pass the following resolution as a special resolution:
"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having additional capacity to issue 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 ASX Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum."
Resolution 10 - Adoption of Constitution
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:
"That, with effect from the close of this Meeting:
a) the existing constitution of the Company be repealed in its entirety in accordance with section 136(2) of the Corporations Act 2001 (Cth); and
b) the Company adopts the constitution contained in Annexure A as the constitution of the Company in accordance with section 136(1)(b) of the Corporations Act 2001 (Cth)."
Resolution 11 - Issue of Options to Director - Dr Daniel Tillett
To consider and, if in favour, pass the following resolution as an ordinary resolution:
"That, pursuant to Section 208(1)(a) of the Corporations Act and Listing Rule 10.11, the members of the Company approve the granting of 12,000,000 Options to Dr Daniel Tillett (Non-Executive Director) or his nominee on the terms outlined in the Explanatory Memorandum."
NOTES
1. Explanatory Memorandum
The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.
2. Voting exclusion statements
Resolution 1- the Company will disregard votes cast, by 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, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.
Resolution 4 - The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who participated in the issue, or an associate of such person.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as 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; or
• 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
• 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 the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 5 - The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of the persons who are 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 ordinary securities in the entity), or an associate of those persons.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as 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; or
• 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
• 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 the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 6 - The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of the persons who are 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 ordinary securities in the entity), or an associate of those persons.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as 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; or
• 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
• 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 the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 7 - The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Mr Darryl Flukes, or any associate of Mr Flukes, who will obtain a material benefit as a result of, the issue of Shares and Options (except a benefit solely by reason of being a holder of Shares).
However, this does not apply to a vote cast in favour of a resolution by:
• a person as 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; or
• 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
• 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 the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 8 - The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of the persons who are 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 ordinary securities in the entity), or an associate of those persons.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as 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; or
• 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
• 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 the resolution; and
This is an excerpt of the original content. To continue reading it, access the original document here.