For personal use only

25 November 2021

Dear Shareholder,

Annual General Meeting - Notice and Proxy Form

Notice is hereby given that the Annual General Meeting (Meeting) of Shareholders of Connected IO Limited (ACN 009 076 233) (Company) will be held at Level 24, 44 St Georges Terrace, Perth WA at 10.00AM (AWST) on Thursday, 6 January 2022.

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings.

In accordance with Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting (Notice). Instead, a copy of the Notice

is available through the ASX website athttps://www2.asx.com.au/markets/company/cio

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

Shareholders are encouraged to vote online at https://www.investorvote.com.au/or by returning the attached proxy form by:

post to:

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001

Australia

or

facsimile to:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

To vote online you will require your secure access information set out on your proxy form or use your mobile device to scan your personalised QR code.

Your proxy voting instruction must be received by 4:00pm (AWST) on 4 January 2022., being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are changing. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact the Company's share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

Yours faithfully

Simon Whybrow

Company Secretary

Connected IO Limited

ABN: 99 009 076 233

Level 24, 44 St Georges Tce, Perth WA 6000

T +61 8 6211 5099; F +61 8 9218 8875

For personal use only

Connected IO Limited

(ACN 009 076 233)

Notice of Annual General Meeting

and

Explanatory Statement

Annual General Meeting of Shareholders to be held at

Level 24, 44 St Georges Terrace, Perth WA 6000 at 10.00AM (AWST) on Thursday, 6 January 2022.

Important

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

In accordance with Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of this Notice of Meeting unless a Shareholder has elected to receive documents in hard copy. For each shareholder that the Company has an email addresses on record, the Company will send a copy of this Notice and material relating to the Meeting or provide a link to where the Notice and other material can be viewed or downloaded by email. To the other Shareholders, the Company will send a letter setting out a URL for viewing or downloading the Notice and other material. If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

For personal use only

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Connected IO Limited (ACN 009 076

  1. ("Company") will be held at Level 24, 44 St Georges Terrace, Perth WA 6000 commencing at 10.00AM (AWST) on Thursday, 6 January 2022.

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings at the location specified above.

Circumstances relating to COVID-19 are changing rapidly. The Company will update Shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

BUSINESS OF THE ANNUAL GENERAL MEETING

Financial & other reports

To receive and consider the financial report for the year ended 30 June 2021 and the accompanying Directors' Report, Directors' Declaration, and Auditor's Report.

Resolution 1 - Adoption of the Remuneration Report

To consider, and if thought fit, to pass the following resolution as an advisory resolution:

"That the Remuneration Report that forms part of the Directors' Report for the financial year ended 30 June 2021, be adopted."

The Remuneration Report is set out in the Directors' Report in the Annual Report. Please note that the vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

  • a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; and
  • 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:

  • the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
  • the voter is the Chair and the appointment of the Chair as proxy:

odoes not specify the way the proxy is to vote on this Resolution; and

  1. 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.

Resolution 2 - Disposal of CIO Tech, Inc

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the disposal of CIO Tech, Inc being the main undertaking of the Company by way of a sale to Yakov Temov under the Share Transfer Deed described in the Explanatory Statement."

For personal use only

Voting exclusion statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

  • Yakov Temov; and
  • any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity; 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 person as proxy or attorney for a person who is entitled to vote on this 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 this Resolution, in accordance with a direction given to the Chair to vote on this 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:
  1. 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 this Resolution; and
  1. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 - Re-Election of Mr Adam Sierakowski

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That Mr Adam Sierakowski, having retired in accordance with the Company's Constitution and, being eligible, offers himself for re-election, to be re-elected as a Director of the Company with immediate effect."

Resolution 4 - Approval of additional 10% Placement Capacity

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Statement."

For personal use only

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf a person who is expected to participate in, or 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), and any associate of those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on this 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 this Resolution, in accordance with a direction given to the Chair to vote on this 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:
  1. 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 this Resolution; and
  1. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

By Order of the Board

______________________

Adam Sierakowski Non-ExecutiveDirector Connected IO Limited

25 November 2021

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Connected IO Ltd. published this content on 25 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2021 03:29:03 UTC.