Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX RELEASE
25 October 2023
Dear Shareholders
2023 ANNUAL GENERAL MEETING
The Company’s annual general meeting is scheduled to be held at the offices of RSM Australia,
Floor 21, 55 Collins Street, Melbourne, 3000, and as a virtual meeting on Wednesday, 29
November 2023 at 9:00am (AEST) (Meeting).
In accordance with new provisions under the Corporations Act, the Company will not be sending
hard copies of the Notice of Meeting to shareholders unless a shareholder has previously
requested a hard copy. The Notice of Meeting can be viewed and downloaded from
https://paradigmbiopharma.com/performance-progress/ Please also refer to the Online
Meeting Guide attached to the Notice of Meeting for details on how to participate in the
Meeting.
The Company strongly encourages Shareholders to lodge a directed proxy form prior to the
meeting. Questions should also be submitted in advance of the Meeting as this will provide
management with the best opportunity to prepare for the Meeting, for example by preparing
answers in advance to Shareholders questions. However, votes and questions may also be
submitted during the Meeting. Further details of how to participate in the Meeting are set out in
the Online Meeting Guide.
Please find below links to important Meeting documents:
Notice of Meeting and Explanatory Memorandum:
https://paradigmbiopharma.com/performance-progress/
Registration and Voting guide:
https://www.automicgroup.com.au/virtual-agms/
Alternatively, a complete copy of the important Meeting documents has been posted on the
Company’s ASX market announcements page.
If you have nominated an email address and have elected to receive electronic communications
from the Company, you will also receive an email to your nominated email address with a link to
an electronic copy of the important Meeting documents.
In order to receive electronic communications from the Company in the future, please update
your Shareholder details online at www.investor.automic.com.au/#/home and log in with your
unique shareholder identification number and postcode (or country for overseas residents),
Paradigm Biopharmaceuticals Ltd | ABN: 94 169 346 963
Level 15, 500 Collins St, Melbourne, VIC, 3000, AUSTRALIA
where you can find on your enclosed personalised proxy form. Once logged in you can also lodge
your proxy vote online by clicking on the “Vote” tab.
If you are unable to access any of the important Meeting documents online, please contact the
Company Secretary, Abby Macnish Niven, on +61 8 6382 1805 or via email at
amacnish@paradigmbiopharma.com
The
Company will notify Shareholders via the
Company’s website
at
https://paradigmbiopharma.com and the Company’s ASX Announcement Platform at asx.com.au
(ASX:PAR) if changing circumstances impact the planning or arrangements for the Meeting.
This announcement is authorised for market release by the Board of Paradigm
Biopharmacueticals Limited.
Sincerely,
Abby Macnish Niven
Company Secretary
PARADIGM BIOPHARMACEUTICALS LTD
ACN 169 346 963
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME:
9.00am AEDST
DATE:
Wednesday 29th November 2023
PLACE:
RSM Australia, Floor 21, 55 Collins Street, Melbourne VIC 3000
and via a virtual meeting
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their professional advisers prior to voting.
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 at 7.00pm (AEDST) on Monday 27 November 2023.
BUSINESS OF THE MEETING
AGENDA
1.
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year
ended 30 June 2023 together with the declaration of the Directors, the Director’s report,
the Remuneration Report and the auditor’s report.
2.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration
Report as contained in the Company’s annual financial report for the
financial year ended 30 June 2023.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
A voting prohibition statement applies to this Resolution. Please see below.
3.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR DONNA SKERRETT
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 13.3 of the Constitution, Listing Rule 14.4 and
for all other purposes, Dr Donna Skerrett, a Director, retires by rotation, and
being eligible, is re-elected as a Director.”
4.
RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special
resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes,
approval is given for the Company to issue up to that number of Equity
Securities equal 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 otherwise on the terms and conditions set out in the Explanatory
Statement.”
5.
RESOLUTION 4 – ADOPTION OF EMPLOYEE PERFORMANCE RIGHTS PLAN
To consider and, if thought fit, pass with or without amendment, the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rules 7.1 and 7.2 (Exception 13(b)); Parts 1.2
and 2J.1 and sections 200B, 200C, 200E and 259B(2) of the Corporations Act
2001 and for all other purposes, approval is given for the Company to adopt
an employee incentive scheme titled “Paradigm Employee Performance
Rights Plan” and for the issue of a maximum of 14,087,832 Performance
/1464_7
1
Rights under the Plan, in accordance with the Plan Rules laid before the
Meeting – a copy of which is available for inspection at the registered office
of the Company (during normal business hours) and summarised in the
Explanatory Statement accompanying this Notice.”
A voting exclusion statement and voting prohibition statement apply to this Resolution.
Please see below.
6.
RESOLUTION 5 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DR DONNA SKERRETT
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, subject to the passing of Resolution 4, for the purposes of Listing Rule
10.14 and for all other purposes, approval is given for the Company to issue
1,000,000 Performance Rights to Donna Skerrett (or her nominee) under the
Paradigm Employee Performance Rights Plan on the terms and conditions
set out in the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this Resolution.
Please see below.
7.
RESOLUTION 6 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR PAUL RENNIE
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, subject to the passing of Resolution 4, for the purposes of Listing Rule
10.14 and for all other purposes, approval is given for the Company to issue
1,200,000 Performance Rights to Paul Rennie (or his nominee) under the
Paradigm Employee Performance Rights Plan on the terms and conditions
set out in the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this Resolution.
Please see below.
8.
RESOLUTION 7 – AMENDMENT TO CONSTITUTION
To consider and, if thought fit, to pass the following resolution 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 detailed in the Explanatory Statement accompanying this Notice.”
20230123 PAR - Notice of AGM 2023 (FINAL)b
2
Voting Prohibition Statements
Resolution 1 – Adoption of
Remuneration Report
A vote on this Resolution 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, details of whose
remuneration are included in the Remuneration Report; or
(b)
a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
Resolution 4 – Adoption of
Employee Performance
Rights Incentive Plan
(a)
the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as proxy:
(i)
does not specify the way the proxy is to vote on this
Resolution; and
(ii)
expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with
the remuneration of a member of the Key Management
Personnel.
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)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Further, in accordance with section 200E(2A) of the Corporations Act, a vote on
this Resolution must not be cast by any participants or potential participants in
the Plan and their associates, otherwise the benefit of this Resolution will be lost
by such a person in relation to that person’s future retirement.
However, a vote may be cast by such a person if:
20230123 PAR - Notice of AGM 2023 (FINAL)b
(a)
the person is appointed as proxy by writing that specifies the way the
proxy is to vote on the Resolution; and
(b)
it is not cast on behalf of the person or an associate of the person.
3
Resolution 5 – Issue of
Incentive Performance
Rights to Dr Donna Skerrett
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
Resolution 6 – Issue of
Incentive Performance
Rights to Mr Paul Rennie
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 4 – Adoption of
Employee Performance
Rights Incentive Plan
A person who is eligible to participate in the employee incentive scheme or an
associate of that person or those persons.
Resolution 5 – Issue of
Incentive Performance
Rights to Dr Donna Skerrett
Any 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 (including Donna
Skerrett) or an associate of that person or those persons.
Resolution 6 – Issue of
Incentive Performance
Rights to Mr Paul Rennie
Any 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 (including Paul
Rennie) or 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 the directions given to the proxy or attorney to vote on the Resolution in that
way; or
(b)
the Chair 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.
20230123 PAR - Notice of AGM 2023 (FINAL)b
4
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
In accordance with the Corporations Act, the Company will not be sending hard copies of this
Notice of Meeting to Shareholders, unless a Shareholder has requested a hard copy by 16 October
2023. This Notice of Meeting can be viewed and downloaded from the link set out below. Please
also refer to the Online Meeting Guide attached to this Notice of Meeting for details on how to
participate in the Meeting.
The Company strongly encourages Shareholder to lodge a directed proxy form prior to the Meeting.
Questions should also be submitted in advance of the Meeting as this will provide management
with the best opportunity to prepare for the Meeting, for example, by preparing answers in advance
to Shareholder questions. However, votes and questions may also be submitted during the Meeting.
Virtual Meeting
The Company is pleased to provide Shareholders with the opportunity to attend and participate in
a virtual Meeting through an online meeting platform powered by Automic, where Shareholders will
be able to watch, listen and vote online.
Shareholders will be able to vote and ask questions at the virtual Meeting. Shareholders are also
encouraged to submit questions in advance of the Meeting to the Company. Questions must be
submitted in writing to Abby Macnish Company Secretary at ir@neuroscientific.com at least 48 hours
before the Meeting.
The Company will also provide Shareholders with the opportunity to ask questions during the
Meeting in respect to the formal items of business as well as general questions in respect to the
Company and its business.
Attending the Meeting virtually
To access the virtual Meeting:
1.
2.
3.
4.
5.
6.
7.
Open your internet browser and go to investor.automic.com.au.
Login with your username and password or click “Register” if you haven’t already created an
account. Shareholders are encouraged to create an account prior to the start of the Meeting
to ensure there is no delay in attending the virtual Meeting.
After logging in, a banner will display at the bottom of your screen to indicate that the Meeting
is open for registration. Click on “Register” when this appears. Alternatively, click on “Meetings”
on the left-hand menu bar to access registration.
Click on “Register” and follow the steps.
Click on the URL to join the webcast where you can view and listen to the virtual Meeting. Note
that the webcast will open in a separate window.
Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" to be
taken to the voting screen.
Select your voting direction and click "confirm" to submit your vote. Note that you cannot
amend your vote after it has been submitted.
20230123 PAR - Notice of AGM 2023 (FINAL)b
5
For further information on the live voting process please see the “Registration and Voting Guide” at
https://www.automicgroup.com.au/virtual-agms/.
The Company will provide Shareholders with the opportunity to vote and ask questions at the
Meeting in respect of the formal items of business as well as general questions in respect to the
Company and its business.
How do I create an account with Automic?
To
create
an
account
with
Automic,
please
go
to
the
Automic website
(https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will
require their holder number (Securityholder Reference Number (SRN) or Holder Identification
Number (HIN)) to create an account with Automic.
Further information and support on how to use the platform is available on the share registry website
– www.automic.com.au. It is recommended that you register to use the registry website well in
advance of the Meeting to save time on the day of the Meeting. Should you have any difficulties,
you can contact the registry by telephone on 1300 288 664 (within Australia) and +61 2 9698 5414
(overseas).
You may still attend the Meeting and vote even if you have appointed a proxy. If you have
previously submitted a Proxy Form, your attendance at the Meeting will not revoke your proxy
appointment unless you actually elect to attend as a voting holder at the Meeting for which the
proxy is proposed to be used, in which case, the proxy’s appointment will be deemed to be revoked
with respect to voting.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 8 6382 1805.
20230123 PAR - Notice of AGM 2023 (FINAL)b
6
EXPLA NATORY S TATEMENT
This Explanatory Statement has been prepared to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1.
FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include
receipt and consideration of the annual financial report of the Company for the
financial year ended 30 June 2023 together with the declaration of the Directors,
the Directors’ report, the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial
report to Shareholders unless specifically requested to do so. The Company’s
annual
financial
report
is
available
on
its
website
at
www.paradigmbiopharma.com.
2.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1
General
The Corporations Act requires that at a listed company’s annual general meeting,
a resolution that the remuneration report be adopted must be put to the
shareholders. However, such a resolution is advisory only and does not bind the
company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for
the directors and senior management of the company. The remuneration report
is part of the directors’ report contained in the annual financial report of the
company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders
to ask questions about or make comments on the remuneration report at the
annual general meeting.
2.2
Voting consequences
A company is required to put to its shareholders a resolution proposing the calling
of another meeting of shareholders to consider the appointment of directors of
the company (Spill Resolution) if, at consecutive annual general meetings, at least
25% of the votes cast on a remuneration report resolution are voted against
adoption of the remuneration report and at the first of those annual general
meetings a Spill Resolution was not put to vote. If required, the Spill Resolution
must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company
must convene a shareholder meeting (Spill Meeting) within 90 days of the second
annual general meeting.
All of the directors of the company who were in office when the directors’ report
(as included in the company’s annual financial report for the most recent financial
year) was approved, other than the managing director of the company, 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
of the company is approved will be the directors of the company.
20230123 PAR - Notice of AGM 2023 (FINAL)b
7
2.3
Previous voting results
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, the Spill Resolution is not relevant for this Meeting.
3.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR DONNA SKERRETT
3.1
General
Listing Rule 14.4 and clause 13.3(a) of the Constitution provide that, other than a
managing director, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s
appointment or three years, whichever is the longer.
Dr Donna Skerrett who has served as a Director since 3 July 2020 and was elected
on 19 November 2020, retires by rotation and seeks re-election.
3.2
Qualifications and other material directorships
Dr Donna Skerrett, has more than 30 years’ experience in transfusion and
translational medicine. She brings a wealth of experience in clinical development
and regulatory affairs. Dr Skerrett served previously as Chief Medical Officer at
Mesoblast. She was director of Transfusion Medicine and Cellular Therapy at Weill
Cornell Medical Center in New York (2004 – 2011), and prior to that was associate
director of Transfusion Medicine and director of Stem Cell Facilities at Columbia
University’s New York-Presbyterian Hospital. She has previously chaired the New
York State Council on Blood and Transfusion Services and served on the board of
directors of the Fox Chase Cancer Center in Philadelphia, PA, and is currently a
member of the Board of Visitors of Lewis Katz School of Medicine at Temple
University.
3.3
Independence
If re-elected the Board does not consider Dr Skerrett will be an independent
Director.
3.4
Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Dr Donna Skerrett will be re-elected to the Board as an
Executive Director.
In the event that Resolution 2 is not passed, Dr Skerrett will not join the Board as an
Executive Director. The Company may seek nominations or otherwise identify
suitably qualified candidates to join the Company. As an additional
consequence, this may detract from the Board and Company’s ability to execute
on its strategic vision.
3.5
Board recommendation
The Board has reviewed Dr Skerrett’s performance since her appointment to the
Board and considers that their skills and experience will continue to enhance the
Board’s ability to perform its role. Accordingly, the Board unanimously supports the
re-election of Dr Skerrett and recommends that Shareholders vote in favour of
Resolution 2.
20230123 PAR - Notice of AGM 2023 (FINAL)b
8
4.
RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
4.1
General
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the
amount of Equity Securities that a listed company can issue without the approval
of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval
by way of a special resolution passed at its annual general meeting to increase
this 15% limit by an extra 10% to 25% (7.1A Mandate).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index
and has a market capitalisation of $300,000,000 or less. The Company is an eligible
entity for these purposes.
As at the date of this Notice, the Company is an eligible entity as it is not included
in the S&P/ASX 300 Index and has a current market capitalisation of $195,820,854
(based on the number of Shares on issue and the closing price of Shares on the
ASX on 18 October 2023).
Resolution 3 seeks Shareholder approval by way of special resolution for the
Company to have the additional 10% placement capacity provided for in Listing
Rule 7.1A to issue Equity Securities without Shareholder approval.
For note, a special resolution is a resolution requiring at least 75% of votes cast by
shareholders present and eligible to vote at the meeting in favour of the resolution.
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to
the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder
approval.
If Resolution 3 is not passed, the Company will not be able to access the additional
10% capacity to issue Equity Securities without Shareholder approval under Listing
Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities
without Shareholder approval set out in Listing Rule 7.1.
4.2
Technical information required by Listing Rule 7.1A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is
provided in relation to Resolution 3:
(a)
Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Meeting and expire
on the first to occur of the following:
(i)
the date that is 12 months after the date of this Meeting;
(ii)
the time and date of the Company’s next annual general
meeting; and
(iii)
the time and date of approval by Shareholders of any
transaction under Listing Rule 11.1.2 (a significant change in the
nature or scale of activities) or Listing Rule 11.2 (disposal of the
main undertaking).
20230123 PAR - Notice of AGM 2023 (FINAL)b
9
(b)
Minimum price
Any Equity Securities issued under the 7.1A Mandate must be in an existing
quoted class of Equity Securities and be issued for cash consideration at
a minimum price of 75% of the volume weighted average price of Equity
Securities in that class, calculated over the 15 trading days on which
trades in that class were recorded immediately before:
(c)
(i)
the date on which the price at which the Equity Securities are to
be issued is agreed by the entity and the recipient of the Equity
Securities; or
(ii)
if the Equity Securities are not issued within 10 trading days of the
date in Section 4.2(b)(i), the date on which the Equity Securities
are issued.
Use of funds raised under the 7.1A Mandate
The Company intends to use funds raised from issues of Equity Securities
under the 7.1A Mandate for the acquisition of new assets and or other
investments, or as cash for general working capital purposes including the
Company’s clinical trial program.
(d)
Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the
interests of Shareholders who do not receive any Shares under the issue.
If Resolution 3 is approved by Shareholders and the Company issues the
maximum number of Equity Securities available under the 7.1A Mandate,
the economic and voting dilution of existing Shares would be as shown in
the table below.
The table below shows the dilution of existing Shareholders calculated in
accordance with the formula outlined in Listing Rule 7.1A.2, on the basis
of the closing market price of Shares and the number of Equity Securities
on issue or proposed to be issued as at 18 October 2023.
The table also shows the voting dilution impact where the number of
Shares on issue (Variable A in the formula) changes and the economic
dilution where there are changes in the issue price of Shares issued under
the 7.1A Mandate.
Dilution
Issue Price
Number of Shares on
Issue (Variable A in Listing
Rule 7.1A.2)
Shares
issued –
10% voting
dilution
$0.348
$0.695
$1.04
50%
decrease
Issue Price
50% increase
Funds Raised
Current
281,756,625
Shares
28,175,662
Shares
$9,805,130
$19,582,085
$29,387,215
50%
increase
422,634,938
Shares
42,263,493
Shares
$14,707,695
$29,373,127
$44,080,823
100%
increase
563,513,250
Shares
56,351,325
Shares
$19,610,261
$39,164,170
$58,774,431
20230123 PAR - Notice of AGM 2023 (FINAL)b
10
*The number of Shares on issue (Variable A in the formula)
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