only | NOTICE OF EXTRAORDINARY GENERAL MEETING | ||||
Notice is hereby given of the Extraordinary General Meeting of | |||||
ECP EMERGING GROWTH LIMITED ("the Company") | |||||
use | will be held at | ||||
Location | Offices of EC Pohl & Co, Level 12, Corporate Centre One | ||||
2 Corporate Ct, Bundall Qld 4217 | |||||
Date | Wednesday 6 April 2022 | ||||
Time | 11.00 am (Brisbane time) | ||||
Important message regarding COVID-19 | |||||
The Company advises Shareholders that due to Queensland COVID-19 restrictions in respect of public | |||||
gatherings, anyone who wishes to attend the meeting in person will be asked to check-in at the offices | |||||
at Corporate Centre One. | |||||
The number of persons who may attend the meeting in person, or other safety requirements will be | |||||
subject to the Queensland public health orders in place at the time of the meeting. To enable efficient | |||||
management of the event could Shareholders wishing to attend please RSVP to info@ecpam.com. The | |||||
Company will continue to monitor the guidance of public health authorities, and will notify | |||||
Shareholders of any changes in arrangements for the meeting where necessary. |
personalThe Explanatory Notes to this Notice provide additional information on matters to be considered at the Meeting. The Proxy Form and Explanatory Notes form part of this notice.
SPECIAL BUSINESS
ForITEM 1
Resolution 1
APPROVAL TO ISSUE CONVERTIBLE NOTES
To consider and, if thought fit, to pass the following as an ordinary resolution:
1. 'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment of up to 8,458,039 Convertible Notes by the Company on the terms and conditions set out in the Explanatory Memorandum.'
Redefining Active Investing | ECP Emerging Growth Limited | Tel: +61 2 8651 6800 | ACN: 167 689 821 |
ecpam.com/emerging | Level 4 The Pavilion, 388 George Street | Fax: +61 2 8651 6899 | |
Sydney NSW 2000 Australia |
ITEM 2
Resolution 2
APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR MURRAY d'ALMEIDA (DIRECTOR)
To consider, and if in favour, to pass the following as an ordinary Resolution:
only2. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of up to 3,497 Convertible Notes by the Company to Mr Murray d'Almeida or his nominee entity, a related party of the Company by virtue of Mr d'Almeida being a Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'
ITEM 3 useResolution 3
APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR DAVID CROMBIE AM (DIRECTOR) To consider, and if in favour, to pass the following as an ordinary Resolution:
3. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue and allotment of up to 174,826 Convertible Notes by the Company to Mr personalDavid Crombie AM or his nominee entity, a related party of the Company by virtue of Mr
Crombie being a Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'
ITEM 4
Resolution 4
APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR JARED POHL (DIRECTOR) To consider, and if in favour, to pass the following as an ordinary Resolution:
4. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of up to 69,931 Convertible Notes by the Company to Mr Jared Pohl or his nominee entity, a related party of the Company by virtue of Mr Pohl being a Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'
ITEM 5
ForResolution 5
APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR SCOTT BARRETT (ALTERNATE DIRECTOR)
To consider, and if in favour, to pass the following as an ordinary Resolution:
5. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of up to 34,966 Convertible Notes by the Company to Mr Scott Barrett or his nominee entity, a related party of the Company by virtue of Mr Barrett being an Alternate Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'
2
Voting Exclusion Statement:
Resolution 1
The Company will disregard any votes cast in favour of this resolution 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
onlyproposed 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 the resolution by:
(a) 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
use | |
attorney to vote on the resolution in that way; or | |
(b) | 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
(c) | a holding acting solely in a nominee, |
trustee, custodial or other fiduciary capacity on | |
personalerson who is to receive securities in question |
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 resolutions; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 2
The Company will disregard any votes cast in favour of this resolution by or on behalf of a
and any other person who will obtain a material benefit as a result of the issue of the securities For(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 the resolution by:
(a) 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 holding acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- 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 resolutions; and
- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 3
The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question 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 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 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 holding acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- 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 resolutions; and
- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
3
Resolution 4
The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question 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 those persons.
However, this does not apply to a vote cast in favour of the resolution by:
(a) | a person as proxy or attorney for a person |
who is entitled to vote on the resolution, in | |
only | |
accordance with directions given to the proxy or | |
attorney to vote on the resolution in that way; or | |
(b) | the chair of the meeting as proxy or |
attorney for a person who is entitled to vote on | |
use |
the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holding acting solely in a nominee,
trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following personalconditions are met:
For
4
Resolution 5
The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question 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 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 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 holding acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- 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 resolutions; and
- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
By Order of the Board
Scott Barrett
Company Secretary
4 March 2022
NOTES:
(a) | A Shareholder who is entitled to attend | (f) | A corporation | may elect | to | appoint | a | |
only | and cast a vote at the meeting is entitled | representative, | rather than | appoint | a | |||
proxy, under the Corporations Act in which | ||||||||
to appoint a proxy. | ||||||||
(b) The proxy need not be a Shareholder. A | case the | Company will require written | ||||||
proof of the representative's appointment | ||||||||
Shareholder who is entitled to cast two or | ||||||||
which must be lodged with or presented | ||||||||
more votes may appoint two proxies and | ||||||||
to the Company before the meeting. | ||||||||
may specify the proportion or number of | ||||||||
The Company has determined under | ||||||||
votes each proxy is appointed to exercise. | (g) | |||||||
(c) | If you wish to appoint a proxy and are | regulation | 7.11.37 | Corporations | ||||
Regulations 2001 that for the purpose of | ||||||||
use | entitled to do so, then complete and | |||||||
voting at | the | meeting | or | adjourned | ||||
personal | return the attached proxy form. | meeting, securities are taken to be held by | ||||||
If the proxy form specifies the way the | ||||||||
(d) | those persons recorded in the Company's | |||||||
proxy is to vote on a particular Resolution | register of Shareholders as at 7.00pm | |||||||
the proxy need not vote on a show of | (AEST) on Monday, 4 April 2022. | |||||||
hands but if the proxy does so, it must vote | (h) | If you have any queries on how to cast | ||||||
as specified in the proxy form. | ||||||||
your votes call the Company's share | ||||||||
If the proxy has two or more appointments | ||||||||
(e) | registry, Boardroom Pty Limited via phone | |||||||
that specify different ways to vote on the | on 1300 737 760 (within Australia) or | |||||||
Resolution, the proxy must not vote on a | +61 2 9290 9600 (outside Australia) during | |||||||
show of hands. | business hours. | |||||||
Proxies must be received before 11.00am (AEST) on Monday, 4 April 2022
by one of the following methods:
Boardroom Pty Limited | |
By Post: | GPO Box 3993, SYDNEY NSW 2001 |
By Delivery: | Level 12, 225 George Street, SYDNEY NSW 2000 |
For
By Facsimile: | +61 2 9290 9655 | |
By Voting Online: | www.votingonline.com.au/ecpegm2022 | |
The Company reserves the right to declare invalid any proxy not received in this manner.
5
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ECP Emerging Growth Ltd. published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 06:25:04 UTC.