Locafy : Important information TIME AND PLACE OF MEETING - Form 6-K

important information

TIME AND PLACE OF MEETING

The General Meeting of the Shareholders of Locafy Limited, to which this Notice of Meeting relates to will be held at 10:00am on Wednesday, 29 November 2023 (AWST) | 9:00pm on Tuesday, 28 November 2023 (ET), online at: meetnow.global/MD7XU2A.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

Voting can be conducted in three different ways for the upcoming General Meeting:

If you are unable to attend the General Meeting in person and have a specific question that you would like to submit in advance, contact Gateway Investor Relations at LCFY@gatewayir.com.

VOTING ELIGIBILITY

Beneficial holders who hold their Shares under a bank or brokerage account were entitled to receive mailed materials as of Thursday, 12 October 2023 (AWST). The record date for beneficial shareholders will be Thursday, 12 October 2023 (AWST).

Registered holders who hold their Shares under Computershare were entitled to receive mailed materials as of Thursday, 12 October 2023. The record date for registered Shareholders will be 48 hours prior to the meeting; Monday, 27 November 2023 at 10:00am (AWST). All votes will be tabulated based off the Shares held on this date.

The voting cut off for both registered and beneficial holders will be 6:00am Friday, 24 November 2023 (AWST) 5:00pm Thursday 23 November 2023 (ET).

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

In accordance with section 249L of the Corporations Act, members are advised that:

Submit proof of your proxy power ("Legal Proxy") from your broker or bank reflecting your Locafy Limited holdings along with your name and email address to Computershare.

Requests for registration as set forth in (1) above must be labelled as "Legal Proxy" and be received no later than 5:00pm Thursday, 23 December 2022 (ET) (3 business days in advance of the meeting). You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

NOTICE OF GENERAL meeting

Notice is given that the General Meeting of Shareholders will be held at 10:00am on Wednesday, 29 November 2023 (AWST) | 9:00pm on Tuesday, 28 November 2023 (ET), online at meetnow.global/MD7XU2A.

The Explanatory Statement provides additional information on the matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

BUSINESS OF 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 Directors' Report and the Auditor's Report.

2. RESOLUTION 1 - RE-ELECTION OF DIRECTOR - COLLIN VISAGGIO

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 14.2 of the Constitution and for all other purposes, Collin Visaggio, retires by rotation, and being eligible, is re-elected as a Director of the Company."

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - ANDREA BETTI

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 14.4 of the Constitution and for all other purposes, Andrea Betti, retires by rotation, and being eligible, is re-elected as a Director of the Company."

Further information in relation to the Resolutions is set out in the Explanatory Statement below.

By order of the Board

Collin Visaggio

Chairman

Dated: 11 October 2023

EXPLANATORY STATEMENT

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 which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, 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 and the auditor's report.

2. RESOLUTION 1 - RE-ELECTION OF DIRECTOR - COLLIN VIASGGIO

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Collin Visaggio, who has served as a director since 1 August 2017 and was last re-elected on 31 January 2022, retires by rotation and seeks re-election.

Collin has over 30 years' experience in corporate leadership, strategy, financing and governance. Collin was formally the Chief Financial Officer (CFO) of InterOil Corporation, a company that listed on the New York Stock Exchange (NYSE) on 31 March 2009. InterOil was sold to Exxon Mobil in July 2016. Collin has also previously held senior business positions within Woodside Petroleum and BP Australia.

Collin is a Fellow of the Australian Society of Certified Practicing Accountants and is a member of the Australian Institute of Company Directors. Collin has a Bachelor of Business Degree and a Masters Degree in Business Administration (MBA).

If re-elected, the Board considers Mr Visaggio will be an independent director.

The Board supports the re-election of Mr Visaggio and recommends that Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - ANDREA BETTI

The Constitution requires that any Director appointed as an addition to the existing directors holds office until the next annual general meeting of the Company and is then eligible for re-election.

Andrea Betti, was appointed as a director on 23 March 2023, retires and seeks re-election.

Andrea is an accounting and corporate governance professional with over 25 years' experience in accounting, corporate governance, finance and corporate banking. Andrea has a Bachelor of Commerce, Graduate Diploma in Corporate Governance, Graduate Diploma in applied Finance and Investment and a Masters of Business Administration. She is a member of the Institute of Chartered Accountants in Australia and New Zealand and an associate member of the Governance Institute of Australia. Andrea is currently a director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies based in Perth and has specialist expertise and exposure in areas of corporate governance, accounting, corporate services, IPO's and due diligence. Ms Betti is currently a non-executive director of Argosy Minerals Metals Limited (ASX: AGY).

If re-elected, the Board considers Ms Betti will be an independent director.

The Board supports the re-election of Ms Betti and recommends that Shareholders vote in favour of Resolution 2.

Glossary

In this Notice of Meeting, the following terms have the following meaning unless the context otherwise requires:

AWST means Australian Western Standard Time, as observed in Perth, Western Australia.

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other public holiday in Western Australia.

Chair means the chair of the Meeting.

Company means Locafy Limited (ACN 136 737 767).

Constitution means the constitution adopted by the Company's Shareholders by special resolution at the Company's annual general meeting on 27 November 2019 (and as amended).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

ET means US Eastern Time.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.