ASX Release

17 November 2021

NOTICE OF ANNUAL GENERAL MEETING AND VIRTUAL MEETING GUIDE

SenSen Networks Limited (ASX:SNS) (SenSen or Company), is pleased to advise that it is convening its Annual General Meeting of Shareholders on Friday, 17 December 2021 at 11:00 am (Melbourne time) (Annual General Meeting).

In light of the continuing outbreak of COVID-19 and the Australian Government's response in restricting indoor gatherings and implementing social distancing requirements, and the State Government's border restrictions, the Board of SenSen has resolved that special arrangements will apply to our upcoming Annual General Meeting.

IN THE INTEREST OF PUBLIC HEALTH AND THE SAFETY OF OUR SHAREHOLDERS, THE COMPANY HAS DETERMINED TO NOT ALLOW SHAREHOLDERS TO PHYSICALLY ATTEND THE ANNUAL GENERAL MEETING.

IMPORTANT INFORMATION IN REGARD TO VOTING AT THE ANNUAL GENERAL MEETING

The Board considers that the health, safety and welfare of the Company's staff, shareholders and other stakeholders is of paramount importance. The Annual General Meeting will be accessible to all Shareholders virtually, further details of which are set out below.

All resolutions at the Annual General Meeting will be voted on by poll and shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Annual General Meeting (such poll to be taken electronically). Further details of the voting methods open to shareholders are set out in detail below.

Shareholders are strongly encouraged to either vote prior to the Annual General Meeting or to appoint the Chair of the Annual General Meeting as their proxy

How Shareholders can participate

Voting virtually

To vote at the Annual General Meeting virtually, login into https://web.lumiagm.com using your shareholder number (which can be found on the Proxy Form) on Friday, 17 December 2021 at 11:00 am (Melbourne time). Visit web.lumiagm.com/344301837on your smartphone, tablet or computer. The meeting ID is 344-301-837.

Participating in the Annual General Meeting online, enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting.

Voting in person

There will be no ability to attend the Annual General Meeting in person as the Annual General Meeting is being convened virtually.

Voting by proxy

To vote by proxy, please complete the online form at online at www.investorvote.com.au.

Questions

Shareholders will be given reasonable opportunity at the Annual General Meeting to raise questions and make comments on the 2021 Annual Report. In addition to asking questions at the Annual General Meeting, Shareholders may address written questions to the Chairman about the management of the Company or to the Company's auditor, BDO Audit Pty Ltd, if the question is relevant to the content of the Auditor's Report or the conduct of its audit of the Financial Report to be considered at the Annual General Meeting.

COVID-19 is rapidly evolving and SenSen is following the health advice of the Australian Government. Shareholders are encouraged to monitor the Company's ASX announcements and website for any further updates in relation to arrangements for the Meeting.

Enquiries

For all enquiries, please contact the Company Secretary, Mr David Smith on (03) 9417 5368 (within Australia) and +61 3 9417 5368 (outside Australia).

The Company's Notice of Annual General Meeting is attached.

Authorised for release by the Board

About SenSen Networks Limited

SenSen Networks Limited (ASX:SNS; OTCQB:SNNSF) is a leading Sensor AI Data enterprise working with people, places and data to solve problems once thought technically impossible. The Company's patented network approach enables SenSen to offer customised, real-time and batch processing of data alongside SaaS solutions.

The Company's technology fuses complex video and sensor datasets at high speeds across multiple networks to assess and inform strategic actions to its customers across its enterprise verticals: Smart Cities, Casinos, Retail, Smart Surveillance and Emerging Solutions. SenSen has clients on four continents and can be found in Australia, New Zealand, Singapore, USA, Canada, India and UAE.

2

Notice of 2021 Annual General

Meeting & Explanatory Statement

SenSen Networks Limited

ACN 121 257 412

To be held at: Virtually - online (including to listen, vote and ask questions online during the Meeting): web.lumiagm.com/344301837. The meeting ID is 344-301-837.

To be held on: Friday, 17 December 2021

Commencing: 11:00am (Melbourne time)

This Notice of Annual General Meeting and Explanatory Statement should be read in their entirety.

If shareholders are in doubt as to how they should vote, they should seek advice from their

accountant, solicitor or other professional adviser prior to voting.

3

Letter from the Executive Chairman

Dear Shareholders,

We are pleased to invite you to the Annual General Meeting of SenSen Networks Limited (Company).

To ensure safety and enable participation of all Shareholders, we are holding the 2021 Annual General Meeting via a virtual platform. In order to attend, ask questions and vote virtually via the online platform at web.lumiagm.com/344301837, please use the following details:

  • Your username is your SRN/HIN
  • Your password is your postcode registered on your holding if you are an Australian shareholder
  • The meeting ID is 344-301-837
  • Overseas shareholders should refer to the user guide which can be found at:http://www.computershare.com.au/virtualmeetingguide

Participating in the Annual General Meeting online, enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting.

Shareholders may only ask questions online once they have been verified. It may not be possible to respond to all questions. It is encouraged that Shareholders lodge questions prior to the meeting by submitting your question to the Company Secretary by email at dsmith@sensennetworks.com.

The Placement and SPP

Background to the Resolutions

On Tuesday, 9 November 2021, the Company announced that:

  • It had received firm commitments for 35,000,000 new fully-paid ordinary shares in the Company, to sophisticated and institutional investors, at a price of $0.12 per share (Placement) to raise A$4.2 million (before costs);
  • Additionally, the Company will offer a non-underwritten share purchase plan (SPP) to existing Eligible Shareholders at a price of $0.12 per share to raise approximately $5 million (before costs) on the same terms as the Placement.
  • The Shares issued under the Placement (Placement Shares) are to be issued in two tranches:
    o The 30,000,000 Placement Shares are proposed to be issued between 15 November 2021 - 19 November 2021 (Tranche 1 Placement Shares).
    o The 5,000,000 Placement Shares proposed to be issued to related parties are proposed to be issued on 21 December 2021 subject to receiving Shareholder approval at the General Meeting (Tranche 2 Placement Shares).
  • All Shares to be issued under the SPP (SPP Shares) will be issued on or about 13 December 2021.

The Resolutions

This Annual General Meeting seeks the approval of Shareholders for the following:

Ordinary business

  • Resolution 1 - seeks Shareholder approval to adopt the Remuneration Report;
  • Resolutions 2 and 3 - seeks Shareholder approval for the re-election of Ms Heather Scheibenstock and Mr Zenon Pasieczny as Directors;

4

Special business

  • Resolutions 4, 5 and 6 - seek Shareholder approval for the issue of 3,916,823 Shares under the SenSen Incentive Plan to Mr Subhash Challa, Mr David Smith, and Ms Heather Scheibenstock (or their nominees), Company Directors under section 208 of the Corporations Act and ASX Listing Rule 10.14.
  • Resolution 7 - seeks Shareholder ratification of the prior issue of the 30,000,000 Tranche 1 Placement Shares issued pursuant to the Placement under ASX Listing Rule 7.4 to sophisticated and professional investors;
  • Resolutions 8 and 9 - seek Shareholder approval for the issue of the 5,000,000 Tranche 2 Placement Shares to Mr Subhash Challa and Mr David Smith (or their nominees), Company Directors under ASX Listing Rule 10.11.

Capital structure

The following table details the projected capital structure of the Company after completion of the issue of the Placement Shares and SPP Shares:

Current capital structure

Current issued capital of the Company

557,443,947

Shares

Placement Offer

Issue of Tranche 1 Placement Shares

30,000,000

Shares

Issue of Tranche 2 Placement Shares (following Shareholder

5,000,000

Shares

approval)

SPP Offer

Issue of SPP Shares (to all Eligible Shareholders)1

41,666,667

Shares

Other

Issue of Shares under the SenSen Incentive Plan

3,916,823

Shares

Projected issued Share capital after completion of the

638,027,437Shares

Placement and SPP

Note 1: This assumes that the SPP raises $5,000,000. The SPP may raise more or less than this amount.

All of the Directors entitled to make a recommendation in respect of a particular Resolution recommend that you vote in favour of adopting that Resolution.

With respect to the Annual General Meeting, this booklet contains the following:

  • The notice of meeting for the Annual General Meeting which contains information about the business to be conducted at the Annual General Meeting, including the Resolutions to be put to the Annual General Meeting (see Part B);
  • Information explaining the business to be conducted at the Annual General Meeting (see the Explanatory Statement at Part D); and
  • How to vote, or appoint a proxy to vote on the Resolutions to be passed at the Annual General Meeting (see Part C).

Please read the whole of this booklet carefully as it provides important information on the Annual General Meeting, items of business and the Resolutions that you, as a Shareholder, are being asked to vote on.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Sensen Networks Limited published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 08:51:06 UTC.