Announcement PDF AVA RISK GROUP LIMITED (ACN: 064 089 318) NOTICE OF ANNUAL GENERAL MEETING – 31 OCTOBER 2024 TAKE NOTICE that the Annual General Meeting of Shareholders of AVA Risk Group Limited will be held at the place, date and time specified below: Place: Jolimont Foyer, Pullman Melbourne on the Park, 192 Wellington Parade, East Melbourne Vic 3002 Date: Thursday, 31 October 2024 Time: 11:00 am AEDT The Meeting is being held by way of a hybrid meeting from a physical location in Melbourne and using the Lumi AGM technology. Shareholders are urged to attend and vote at the meeting electronically using the Lumi AGM technology or vote by lodging the Proxy Form attached to this Notice. DATED 26 September 2024 By order of the Board: Kim Larkin Company Secretary AGENDA Chairman’s Address CEO’s Address Financial Statements and Reports To consider and receive the Financial Statements, Directors’ Report and Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2024. Resolutions 1. Remuneration Report To consider, and if thought fit, to pass the following resolution as an advisory resolution, in accordance with 250R(2) of the Corporations Act: “That, the Company adopt the Remuneration Report for the year ended 30 June 2024 in accordance with section 250R(2) of the Corporations Act.” Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and Closely Related Parties in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. This resolution is advisory only and does not bind the Company or the Directors. 2. Re-election of Director – Mr Michael McGeever Mr Michael McGeever retires as a Director in accordance with the requirement of rule 19.3 of the Constitution and Listing Rule 14.5. Being eligible, he offers himself for re-election. To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution: “That, Michael McGeever, who is retiring in accordance with rule 19.3 of the Constitution and Listing Rule 14.5, and who offers himself for re-election, is re-elected as a Director of the Company.” Note: Information about the candidate appears in the Explanatory Memorandum. 3. Ratification of the issue of 23,076,924 Shares To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution: “That, for the purpose of with Listing Rule 7.4, and for all other purposes, the Company ratify the prior issue of 23,076,924 fully paid ordinary shares in the Company, which occurred on 08 April 2024, on the terms and conditions set out in the Explanatory Statement.” 4. Approval of 10% Placement Facility 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 Company having additional capacity to issue Equity Securities up 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 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum.” 5. Approval of Employee Benefits Plan To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution: 2 “That, for the purpose of Listing Rule 7.2, exception 13 and for all other purposes, the Company’s Employee Benefits Plan, as described in the Explanatory Memorandum, be approved for the issue of securities under the Company’s Employee Benefits Plan.” 6. Issue of Performance Rights to Directors To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution: “That, pursuant to section 208(1)(a) of the Corporations Act and Listing Rule 10.14, the shareholders of the Company approve the granting of: (a) 2,000,000 Performance Rights to Mr Malcolm Maginnis, Executive Director; (b) 200,000 Performance Rights to Mr David Cronin, Non-Executive Director; (c) 200,000 Performance Rights to Mr Mark Stevens, Non-Executive Director; and (d) 200,000 Performance Rights to Mr Michael McGeever, Non-Executive Director, under the Company’s Employee Benefits Plan and on the terms outlined in the Explanatory Memorandum.” Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum. ________________ 3 NOTES 1. Explanatory Memorandum The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting. 2. Voting Exclusion Statements Resolution 1 - The Company will disregard votes cast by a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member, in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. Resolution 3 - The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any persons or associate of a person who participated in the issue of Shares or any person who will obtain a material benefit as a result of the issue (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 a 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4 - The Company will disregard any votes cast in favour of Resolution 4 by, or on behalf of, a person, or any associate of that 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 Shares). NB. In accordance with Listing Rule 14.11 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded. However, this does not apply to a vote cast in favour of a 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 4 Resolution 5- In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of Resolution 5 by or on behalf of any person who is eligible to participate in the Company’s Employee Benefits Plan and each of their associates. However, for the purposes of Listing Rule 14.11, this does not apply to a vote cast in favour of a 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will disregard votes cast as proxy by Key Management Personnel or their Closely Related Parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party. For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if: • it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and • it is not cast on behalf of a related party or associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. Resolutions 6 (a), (b), (c) and (d) - The Company will also disregard any votes cast in favour of Resolutions 6 (a), (b), (c) and (d) by or on behalf of: • a Director of the Company; • an associate of a Director; or • a person whose relationship with the Company or a person referred to above is such that, in ASX’s opinion, the acquisition should be approved by security holders, who is eligible to participate in the Company’s Employee Benefits Plan. However, this does not apply to a vote cast in favour of a 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will also disregard votes cast as proxy by Key Management Personnel or their Closely Related Parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast 5 by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party. For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if: 3. • it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and • it is not cast on behalf of a related party or associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. Who may vote In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that a person’s entitlement to attend and vote at the Meeting will be those persons set out in the register of Shareholders as at 7.00pm (AEDT) on 29 October 2024. This means that any Shareholder registered at 7.00pm (AEDT) on 29 October 2024 is entitled to attend and vote at the Meeting. 4. Direct voting using the Lumi AGM Online Platform The Meeting will be held by way of a hybrid meeting which means it is being held from a physical location in Melbourne and also being held electronically using the Lumi AGM technology. To ensure all Shareholders are able to attend the Meeting and are given a reasonable opportunity to participate in the Meeting, the Meeting is being held at a physical site and also electronically using the Lumi AGM technology which gives Shareholders access to join and participate in the Meeting via webcast, submit questions to the Chairman in real time and directly vote at the Meeting using the voting technology. Online Voting Procedures during the Meeting Shareholders who wish to participate in the Meeting online may do so: 1. From their computer, by entering the URL into their browser: https://web.lumiagm.com/332-397-038 2. From their mobile device, by entering the URL in their browser: https://web.lumiagm.com/332-397-038 If you choose to participate in the Meeting online or through the App, you can log in to the Meeting by entering: 1. The Meeting ID, which is – 332-397-038 2. Your username, which is your Voting Access Code (VAC) which can be located on the first page of your Proxy Form or Notice of Meeting email; and 3. Your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the country of their registered address as it appears on a recent statement. If you have been nominated as a third-party proxy, please contact Boardroom on 1300 737 760. Attending the Meeting online enables Shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress. 5. Shareholder questions Whilst Shareholders will be provided with the opportunity to ask questions at the Meeting or submit questions online during the Meeting, it would be desirable if the Company was able to receive them in advance. 6 Shareholders are therefore requested to send any questions they may have for the Company or its Directors at the Annual Shareholders’ Meeting to the Company Secretary, Kim Larkin by email to kim.larkin@boardroomlimited.com.au. Please note that not all questions may be able to be answered during the Meeting. In this case answers will be made available on the Company’s website after the Meeting. 6. Proxies A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting. 7. • A proxy need not be a Shareholder. • If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder. • If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands. • Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded. • A Proxy Form accompanies this Notice. • Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstain from voting. • If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company. • The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act. • If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form. • The Proxy Form (together with any relevant authority) must be received by no later than 11:00am (AEDT) on 29 October 2024 before the time scheduled for the commencement of the Meeting (or any adjournment of that Meeting). • The completed Proxy Form may be: 1. Mailed to the address on the Proxy Form; or 2. Faxed to Ava Risk Group Limited, Attention Company Secretary, on facsimile number 02 9290 9655. 3. Voted online via the Company’s Share Registry at https://www.votingonline.com.au/avaagm2024. Voting requirements Recommendation 6.4 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) and ASX guidance provide that a listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. In accordance with these recommendations, the Chair has determined in accordance with rule 16.14 of the Constitution that all Resolutions put to Shareholders at the Meeting will be decided by poll rather than by a show of hands. In accordance with the Company’s Constitution and the ASX Listing Rules, each Resolution put to Shareholders at the meeting must be passed by way of an ordinary resolution which requires the Resolution be approved by a majority of votes cast by Shareholders entitled to vote on the Resolution, other than Resolution 4 which must be passed by way of a special resolution in accordance with ASX Listing Rule 7.1A such that the Resolution must be approved by 75% of the votes cast by Shareholders entitled to vote on the Resolution. 7 8. Corporate Representative Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting. 8 EXPLANATORY MEMORANDUM This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders of Ava Risk Group Limited (Company) to be held as a hybrid meeting at Jolimont Foyer, Pullman Melbourne on the Park, 192 Wellington Parade, East Melbourne Vic 3002, and also using online AGM Technology at 11:00 am (AEDT) on 31 October 2024. This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed resolutions. Both documents should be read in their entirety and in conjunction with each other. Financial Report The Corporations Act 2001 (Cth) (Corporations Act) requires that the report of the Directors, the auditor’s report and the financial report be laid before the Annual General Meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports. Shareholders will be given a reasonable opportunity at the Meeting to raise questions and make comments on these reports. In addition to asking questions at the Meeting, Shareholders may address written questions to the Chairman about the management of the Company or to the Company’s auditor, if the question is relevant to: (a) the content of the auditor’s report; or (b) the conduct of its audit of the annual financial report to be considered at the Meeting. Note: Under section 250PA(1) of the Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held. Written questions for the auditor must be delivered by 5:00pm on Thursday, 24 October 2024. Please send any written questions to: The Company Secretary c/- Boardroom Pty Ltd Level 8, 210 George Street SYDNEY, NSW 2000 or via email to: Kim.Larkin@boardroomlimited.com.au Resolution 1: Remuneration Report 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 Directors of the Company. The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ending 30 June 2024. A copy is available on the Company’s website. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. Voting consequences Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive Annual General Meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second Annual General Meeting (Spill Resolution). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second Annual General Meeting, at which all of the Directors (other than the Executive Directors) of the Company, would need to stand for re-election. 9 Following the Spill Meeting, those persons whose election or re-election as Directors of the Company are approved by the Shareholders, will be the Directors of the Company. As Shareholders voted in favour of the Company’s Remuneration Report at its last annual general meeting, the Spill Resolution is not relevant for this annual general meeting. Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of Resolution 1, subject to compliance with the Corporations Act. Directors’ recommendation As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this resolution. Resolution 2: Re-election of Director – Mr Michael McGeever Listing Rule 14.5 requires the Company to hold an election of directors at each annual general meeting. In addition, rule 19.3 of the Company’s Constitution provides that no Director, who is not a managing director, may hold office without re-election beyond the third annual general meeting following the meeting at which the Director was last elected or re-elected. Further, at every annual general meeting, 1/3 of the Directors or, if their number is not a multiple of 3, then, subject to the Listing Rules, the number nearest to 1/3, must retire from office and be eligible for re-election. The Directors to retire in each year are the Directors longest in office since last being elected or reelected. Between Directors who were elected on the same day, the Director to retire, if they cannot otherwise agree, must be determined by ballot. In accordance with Listing Rule 14.5 and rule 19.3 of the Constitution, Mr Michael McGeever retires and, being eligible, stands for re-election. Mr McGeever has over 35 years’ experience in the military, facilities and security sectors. Prior to his retirement in 2015 he was the Managing Director and founder of Transguard Group LLC, a UAE based Security and Facilities Management company and one of the largest security companies in the world, employing 55,000 staff. Prior to this he held senior positions in a range of security and facilities management focused companies. He holds a Master of Business Administration from the University of Portsmouth, UK and is a shareholder in the Company. Directors’ recommendation The Directors (with Mr McGeever abstaining) unanimously recommend that Shareholders vote in favour of this Resolution. Resolution 3: Ratification of Prior Issue of 23,076,924 Shares On 08 April 2024, 23,076,924 Shares, were issued pursuant to a placement as announced to the ASX on 28 March 2024 (Placement). In accordance with Listing Rules 7.1 and 7.4, it is proposed that Shareholders ratify the issue of Shares as detailed below. Listing Rule 7.1 limits the Company from issuing more than 15% of its issued capital in any 12-month period without Shareholder approval. ASX Listing Rule 7.4 provides that where a company’s shareholders subsequently approve an issue of securities, the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby excluding the issue when calculating the Company’s 15% capacity, enabling it to issue further securities up to that limit. If this Resolution is not approved, the issue of Shares which are the subject of this Resolution will be included in the calculation of the 15% limit and the Company’s capacity to raise additional equity funds over the next 12 months without approval of Shareholders will be reduced. The following information is provided in accordance with Listing Rule 7.5: (a) Number of securities issued: 23,076,924 fully paid ordinary Shares. 10 (b) Date on which securities were issued: The Shares were issued and allotted on 08 April 2024 (c) Issue price of securities: The Shares were issued for $0.13 per share. (d) Allottees of the securities: The Shares were allotted to existing and new institutional and sophisticated investors as selected by Canaccord Genuity and Petra Capital Pty Ltd. (e) Terms of securities: The Shares, when issued, ranked equally with all other Shares on issue at the time and had the same rights and entitlements as the currently issued Shares. (f) The purpose of the issue: Consideration monies will be used to support the execution of the recently announced contract wins, including working capital to support the sale of units, dedicated support resources and infrastructure to respond in accordance with contract requirements and ongoing product development. Funds will also be applied to fund large scale Detect programs. Directors’ recommendation The Directors unanimously recommend that the Shareholders vote in favour of this Resolution. Resolution 4: Approval of 10% Placement Facility Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Annual General Meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer below). The Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution. Description of Listing Rule 7.1A (a) Shareholder approval: The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an Annual General Meeting. (b) Equity Securities: Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The classes of quoted equity securities of the Company at the date of the Notice are ordinary Shares. (c) Formula for calculating 10% Placement Facility: Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E A is the number of Shares on issue 12 months before the date of issue or agreement: plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule