Cleansing Notice
Released
Released
Announcement PDF
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ASX Announcement
10 April 2026
AVA Risk Group Limited
(ASX : AVA)
Notification under section 708A(12C)(e) of the Corporations Act
2001(Cth)
This cleansing notice (Cleansing Notice) is given by AVA Risk Group Limited (Company or AVA) under section
708A(12C)(e) of the Corporations Act 2001 (Cth) (Corporations Act) as amended by ASIC Corporations (Sale Offers:
Securities Issued on Conversion of Convertible Notes) Instrument 2026/96 (ASIC Instrument).
The Company hereby confirms that:
(a) the convertible notes described below (Convertible Notes) will be issued without disclosure to two
investors under Part 6D.2 of the Corporations Act; and
(b) this Cleansing Notice has been given in accordance with section 708A(12C)(e) of the Corporations Act (as
modified by the ASIC Instrument).
The issue of this Cleansing Notice enables any fully paid ordinary shares in the capital of the Company (Shares) that
may be issued on the conversion of the Tranche 2 Notes (as defined below) issued by the Company on the terms
described below, to be on-sold to retail investors without further disclosure.
This Cleansing Notice is important and should be read in its entirety.
The values in this Cleansing Notice are in Australian dollars (AUD), unless otherwise stated, as the convertible
notes are issued in AUD.
1. BACKGROUND
As announced on 31 December 2025, the Company has entered into a secured convertible note funding
agreement (Convertible Note Facility) and a warrant deed (Warrant Deed) with US-based investor, Hale Capital
Management and its affiliates, HCP-FVX, LLC and HCP Fund V-FVX, LLC (Initial Noteholders) (together, Hale) to
provide the Company with funding of up to a total of $7 million in respect of the Convertible Note Facility
(excluding transaction fees and costs) and $5.6 million in respect of the issue of warrants (if cash exercised). The
funding will be used for the Company's working capital and general corporate purposes and to fund future growth
initiatives, including the expansion of the Company's sales, marketing and operational activities and expansion into
US markets.
The Company made an initial drawdown of $2,979,184 (less transaction costs summarised in its cleansing notice in
respect of the 'Tranche 1 Notes' (defined below) released to the ASX) on 30 January 2026 (which was the date of
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financial close under the Convertible Note Facility) and in return Hale subscribed for 2,979,184 unlisted convertible
notes, each with a face value of $1 and convertible into fully paid ordinary shares of the Company (Shares) at a
conversion price of $0.1234 per Share (Tranche 1 Notes).
In connection with the funding arrangements with Hale, on 30 January 2026 the Company issued to Hale
19,314,000 unlisted warrants each with an exercise price of $0.1234 and a 5-year term (Tranche 1 Warrants).
On 30 March 2026, the Company obtained shareholder approval to proceed with the second tranche of the
Convertible Note Facility financing and issue of related warrants, as announced on the ASX on that date.
Under the Convertible Note Facility, on the date of this notice, the Company has been provided with additional
funding of $4,020,816 (less transaction costs summarised at Section 3. below) by an issue in aggregate to the Initial
Noteholders of 4,020,816 unlisted convertible notes, each with a face value of $1 and convertible into fully paid
ordinary shares of the Company (Shares) at a conversion price of $0.1234 per Share (Tranche 2 Notes).
The Company gives this Cleansing Notice in relation to the Tranche 2 Notes.
Additionally, in connection with the funding arrangements with Hale, the Company has issued on 8 April 2026,
26,066,875 unlisted warrants each with an exercise price of $0.1234 and a 5-year term (Tranche 2 Warrants).
For further information in relation to the Convertible Note Facility and the Warrant Deed, please refer to the
Company announcement dated 31 December 2025 (ASX Announcement) and the Notice of Extraordinary General
Meeting released to the ASX on 23 February 2026 (Notice of EGM).
A broad summary of the material rights and liabilities attaching to the Tranche 2 Notes is also set out in Section 4
of this Cleansing Notice, which was set out in similar substance and form in the ASX Announcement and Notice of
EGM. The summary is not exhaustive and does not constitute a non-exhaustive statement of all the rights and
liabilities of the Initial Noteholders (Hale or the Investor).
2. CONTENTS OF THIS CLEANSING NOTICE
This Cleansing Notice sets out the following:
(a) in relation to the Tranche 2 Notes:
(i) the effect of the issue on the Company;
(ii) a summary of the rights and liabilities attaching to the Tranche 2 Notes; and
(iii) a summary of the rights and liabilities attaching to the Shares that will be issued on the conversion of
the Tranche 2 Notes; and
(b) any information that:
(i) has been excluded from continuous disclosure notices in accordance with the ASX Listing Rules; and
(ii) investors and their professional advisers would reasonably require for the purpose of making an
informed assessment of:
A the assets and liabilities, financial position and performance, profits and losses and prospects of
the Company; and
B the rights and liabilities attaching to the Tranche 2 Notes and the Shares that will be issued on
any conversion of the Tranche 2 Notes; and
(c) other information relating to the Company’s status as a disclosing entity.
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3. THE EFFECT OF THE ISSUE ON THE COMPANY
3.1 Effect of the issue on the Company
The principal effect of the issue of the Tranche 2 Notes on the Company will be to:
(a) increase the Company’s cash reserves by $4,020,816 (before other costs associated with the issue of the
Tranche 2 Notes, including obligations of the Company to cover associated transaction costs of the Company
and Hale, which in respect of the issue of the Tranche 2 Notes are approximately $125,812), noting that in
respect of the issue of the Tranche 1 Notes, the Company has disclosed separate upfront transaction costs
and an annual fee in its cleansing notice released to the ASX on 30 January 2026;
(b) increase the number of convertible notes on issue from 2,979,184 to 7,000,000;
(c) increase the Company's liability to the Initial Noteholders by the aggregate 'Face Value' of the Tranche 2
Notes ($4,020,816) bringing total liability of the Company to the Initial Noteholders to $7,000,000 (when
aggregating the liability in connection with the issue of the Tranche 1 Notes), which is secured by the
Company's and its material subsidiaries' entry into a general security deed with Hale (and registered security
interests in favour of Hale) and each material subsidiary of the Company providing a guarantee and indemnity
in favour of Hale in respect of that liability;
(d) if the Tranche 2 Notes are converted, either wholly or in part to Shares, increase the number of Shares on
issue as a consequence of the issue of Shares on such conversion;
(e) if the Tranche 2 Notes are all converted into Shares (noting a conversion price of $0.1234 per Share
(Conversion Price)), a maximum increase in the number of Shares on issue from 291,099,082 (being the
number of Shares on issue at the date of this Cleansing Notice) to 323,682,680 (assuming no capitalisation of
coupon (interest) payments under the Convertible Note Facility and assuming no Tranche 1 Notes no Tranche
1 Warrants, no Tranche 2 Warrants (as defined below) nor any other convertible securities currently on issue
in respect of the Company, are converted or exercised prior to the Tranche 2 Convertible Notes being
converted); and
(f) require the Company (in addition to the Tranche 1 Warrants already on issue) to issue 26,066,875 unlisted
warrants exercisable at $0.1234 each and expiring 5 years from the date of issue with each warrant
exercisable into one fully paid ordinary share of the Company (Share) (Tranche 2 Warrants) to the Initial
Noteholders. The Tranche 2 Warrants were issued on 8 April 2026.
If the Tranche 2 Notes are converted in whole or in part, this will dilute the existing shareholdings in the Company.
The potential effect of the issue and conversion of the Tranche 2 Notes on the Company's capital structure is
shown in section 3.3 below. If Hale elects to exercise any one or more of the Tranche 1 Notes, the Tranche 1
Warrants and the Tranche 2 Warrants, this will further dilute the existing shareholdings in the Company. The
potential effect of the issue (but not exercise) of the Tranche 1 Warrants and Tranche 2 Warrants is shown in
section 3.3 below.
As referred in the Company's ASX Announcement and at the presentation materials released on the ASX on 30
March 2026 in respect of the Extraordinary General Meeting of the Company, the further effect of the issue of the
Tranche 2 Notes and broader funding arrangements with Hale are to raise capital for the Company's (and its
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subsidiaries') working capital and general corporate purposes (including to strengthen the Company's balance
sheet) and to fund the Company's next phase of growth, including the expansion of the Company's sales,
marketing and operational activities and expansion into US markets, and in particular:
Scaling U.S. commercial and operational capability;
Accelerating deployment of the Company's Detect, Access and Illuminate solutions across U.S. critical
infrastructure markets;
Leveraging Hale's network to shorten sales cycles and expand customer penetration;
Positioning the Company for strategic partnerships and potential bolt-on acquisitions in the United
States; and
Support working capital for larger sales programs, for example enabling the Company's establishment of
a federal sales capability and participation in larger U.S. federal and enterprise customer opportunities.
3.2 Pro-forma consolidated statement of financial position
To illustrate the effect of the issue of Tranche 2 Notes and Tranche 2 Warrants on the Company, set out in
Annexure A is a pro-forma consolidated Statement of Financial Position as at 31 December 2025 for the Company
based on the Company's Consolidated Financial Report for the half-year ending 31 December 2025, adjusted to
reflect the Tranche 2 Notes and Tranche 2 Warrants issue which has been prepared on the basis of the accounting
policies normally adopted by the Company.
The pro-forma accounts show the impact that the issue of the Tranche 2 Notes and Tranche 2 Warrants (Tranche 2
Securities) (together with the existing issue of the Tranche 1 Notes and Tranche 1 Warrants) would have on the
Company's financial position as at 31 December 2025 if those securities had been issued on that date under the
terms of the Convertible Note Facility and the Warrant Deed, respectively.
The Company advises that the pro forma accounts set out in Annexure A do not show the current financial position
of the Company as at the date of this Cleansing Notice, and that the information is provided for illustrative
purposes only.
The pro-forma financial information is presented in an abbreviated form in so far as it does not include all of the
disclosures required by the Australian Accounting Standards and International Accounting Standards (IFRS)
applicable to the Company’s annual financial statements. The pro forma financial information is not audited. The
classification and amounts of the allocations between debt and equity for the Tranche 2 Notes may change in the
future once they are subject to external valuation.
3.3 Potential effect of the issue on the Company's capital structure
The capital structure of the Company as at the date of this Cleansing Notice, before the issue of the Tranche 2
Notes, is set out below:
Type of security Number on issue
Fully paid ordinary shares 291,099,082
Performance share rights 942,070
Convertible Notes 2,979,184
Warrants 45,380,875
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(a) The capital structure of the Company will be affected by Hale's future conversion of Tranche 1 Notes and/or
exercise of the Tranche 1 Warrants or exercise of the Tranche 2 Warrants (collectively, the Warrants).
(b) A Further description of the terms of the Convertible Note Facility is included in Section 4 below, which
summarises when Hale may convert (or be require to convert) any of the Tranche 1 Notes or Tranche 2
Notes into Shares – refer to the headings 'Conversion by AVA' and 'Conversion by Hale'.
The effect on the capital structure of the Company upon the issue of the Tranche 2 Notes, and conversion and/or
repayment of the Tranche 2 Notes into Shares is set out in the tables below. Investors should note that the
position set out in the tables below is based on the Company's current capital at the date of this Cleansing Notice
and that position may change if the Company issues any further securities (or any securities are cancelled) prior to
the conversion of any Tranche 2 Notes, Tranche 1 Notes or exercise of any Warrants.
Capital structure of the Company prior to and following issue of Tranche 2 Notes
Convertible
Notes
Warrants Performance
share rights
Shares
Securities on issue prior to the date
of this Notice
2,979,184 45,380,875 942,070 291,099,082
Securities on issue following the
issue of Tranche 2 Notes
7,000,000 45,380,875 942,070 291,099,082
Capital structure and Shares on issue upon conversion / repayment of Tranche 2 Notes
(a) Scenario 1 – the Company repays Tranche 2 Notes in full under the Convertible Note Facility, no
repayment of any Tranche 1 Notes is made nor are any Tranche 1 Notes converted to Shares, no Warrants
are exercised, and there are no further convertible securities issued by the Company:
Convertible
Notes
Warrants Performance
share rights
Shares
Securities on issue
following Scenario 1
2,979,184 45,380,875 942,070 291,099,082
(b) Scenario 2 – the Company repays 50% of the Face Value of the Tranche 2 Notes, and the remaining 50% of
Tranche 2 Notes are converted (either by the Company or Hale) into Shares, there is no repayment of the
Tranche 1 Notes nor conversion of the Tranche 1 Notes into Shares, no Warrants are exercised, and there
are no further convertible securities issued by the Company:
Convertible
Notes
Warrants Performance
share rights
Shares
Securities on issue
following Scenario 2
2,979,184 45,380,875 942,070 307,390,881^
^Calculated by adding the maximum number of Shares to be issued on conversion of 50% of the Tranche
2 Notes (being 16,291,799 Shares) to existing Shares on issue (291,099,082 Shares)
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(c) Scenario 3 – conversion of 100% of the Face Value of the Tranche 2 Notes into Shares. At the time of
conversion, no Tranche 1 Notes are repaid or converted, no Warrants are exercised, and there are no
further convertible securities issued by the Company:
Convertible
Notes
Warrants Performance
share rights
Shares
Securities on issue
following Scenario 3
2,979,184 45,380,875 942,070 323,682,680^
^Calculated by adding the maximum number of Shares to be issued on conversion of 100% of the Tranche
2 Notes (being 32,583,598 Shares) to existing Shares on issue (291,099,082 Shares)
(d) Scenario 4 – conversion of 100% of the Face Value of all Notes (i.e. all Tranche 1 Notes and all Tranche 2
Notes) into Shares. At the time of conversion, none of the Notes have been previously repaid or
converted, no Warrants are exercised, and there are no further convertible securities issued by the
Company:
Convertible
Notes
Warrants Performance
share rights
Shares
Securities on issue
following Scenario 4
0 45,380,875 942,070 347,825,176^
^Calculated by adding the maximum number of Shares to be issued on conversion of 100% of all Notes
(being 56,726,094 Shares) to existing Shares on issue (291,099,082 Shares)
4. RIGHTS AND LIABILITIES ATTACHING TO CONVERTIBLE NOTES PURSUANT TO THE
CONVERTIBLE NOTE FACILITY
Funding A$7.0m (Funding Commitment), comprising:
a first funding tranche of $2,979,184, which was issued on achievement of
financial close (Tranche 1 Commitment) by issue of 2,979,184 convertible
notes (Tranche 1 Convertible Notes) which occurred on 30 January 2026; and
subject to obtaining shareholder approval (which occurred on 30 March
2026), a second funding tranche of $4,020,816 (Tranche 2 Commitment) by
issue of 4,020,816 convertible notes (Tranche 2 Convertible Notes).
Number of Tranche 2
Convertible Notes
4,020,816
Conversion Price Each Tranche 2 Note is convertible into ordinary shares of AVA (Shares) at
A$0.1234 per Share, being an 81% premium to AVA's last closing share price on 30
December 2025 before the date of the ASX Announcement.
Face Value $1.00 for each Note.
Coupon Rate The greater of:
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10.00% per annum; and
BBSW Mid plus 6% per annum (the Coupon Rate).
BBSW Mid refers to the mid-rate of the Australian Bank Bill Swap Reference Rate
for Australian dollars administered by ASX Benchmarks Pty Limited.
Maturity Date 30 January 2030, being 48 months from the date of the first subscription date of
30 January 2026, with an option for AVA to extend the maturity for 12 months.
Conditions (including
shareholder approval
condition)
Financial close in respect of the Tranche 1 Commitment being the Tranche 1
funding was obtained (and issue of Tranche 1 Notes) occurred on 30 January 2026.
Payment of the Tranche 2 Commitment being the Tranche 2 Funding (and issue of
the Tranche 2 Notes) was subject to AVA obtaining shareholder approval for the
issue of the Tranche 2 Notes, the Tranche 2 Warrants and the grant of the
Warrant Put Option, which was satisfied on 30 March 2026 and all other financing
conditions have been satisfied as of the date of this Cleansing Notice, such that
the Tranche 2 Commitment is to be paid, and Tranche 2 Notes issued, on the date
of this Cleansing Notice.
Agent Monitoring Fee $17,500 per annum, being 0.25% of the Funding Commitment.
Lock-up Period The period of 12 months following financial close (Lock-up Period).
There may be no conversion of the Notes during the Lock-up Period, unless Hale
elects to do so following an early re- or pre-payment by AVA during the Lock-up
Period.
Make Whole Fee Where AVA re- or pre-pays any principal amounts during the Lock-up Period, AVA
must pay Hale a 'Make Whole Fee' equal to the lost coupon Hale would have
recovered during the Lock-up Period had such re-/pre-payment not have been
made and applying a Coupon Rate equal to the higher of 10.00% per annum and
the Coupon on the date of AVA's repayment.
Security AVA's obligations under the Convertible Note Facility are secured by AVA and its
material subsidiaries entering into a general security deed with Hale and each
material subsidiary providing a guarantee and indemnity in favour of Hale.
AVA and its material subsidiaries have granted a PPSA security interest over all of
their present and after acquired property in favour of Hale.
Repayment Subject to any extension of the date of Maturity, AVA is to repay any outstanding
amounts of the Funding Commitment and any outstanding debt in respect of the
Notes on the Maturity Date.
The whole of any outstanding amount may be prepaid by AVA during the Lock-up
Period, subject to AVA providing Hale with no less than 20 business days' notice
and payment of the Make-Whole Fee.
After the Lock-up Period, subject to AVA providing no less than 20 business days'
notice, AVA may prepay the whole or any part of the outstanding amount, but any
part payment must be no less than $500,000.
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Conversion by AVA Other than during the Lock-up Period, AVA may require Hale to convert all or part
of the outstanding amount into Conversion Shares (Mandatory Conversion),
provided that certain conditions are satisfied at the time of the notice, and
continue to be satisfied at the time of mandatory conversion, including (among
other conditions) that:
the average volume weighted average sale price of the ordinary shares of
AVA (Shares) for the 60 consecutive trading days (or 30 consecutive days in
respect of the second and further mandatory conversion notices)
immediately preceding the notice exceeds 200% of the Conversion Price, and
trading in AVA's ordinary shares is not suspended;
no event of default or material adverse effect is subsisting;
the aggregate outstanding amount the subject of the mandatory conversion
notice, together with all amounts the subject of such notices in the preceding
20 business days, does not exceed 20% of the monthly trading volume in AVA
shares immediately preceding the date of the notice or immediately prior to
the date of conversion;
no other mandatory conversion notice has been issued in the preceding 30
day period;
the conversion completion date does not fall within a restricted trading
period under AVA's share trading policy; and
the conversion will not result in Hale or Hale's associates acquiring “voting
power” in breach of takeovers prohibitions under Chapter 6 of the
Corporations Act 2001 (Cth).
Conversion by Hale If AVA elects to prepay the whole of the outstanding amount owed to Hale during
the Lock-up Period, Hale may convert all or a portion of the Notes into fully paid
ordinary shares in AVA (Conversion Shares) at the Conversion Price.
Following the Lock-up Period and up to the Maturity Date, or at any time while an
event of default is subsisting, Hale may elect to convert all or part of the
outstanding amount of the Notes into Conversion Shares at the Conversion Price.
Conversion Shares AVA must ensure any issue of Conversion Shares are listed on the ASX and are
freely tradable (either through issue of a Convertible Note Cleansing Notice on
issue of the Notes, through cleansing notice, disclosure document or through ASIC
exemption).
Conversion Shares will rank equally with existing Shares on issue.
Adjustment events, anti-
dilution rights and most-
favoured nations
Subject to compliance with the Corporations Act 2001 (Cth) and ASX Listing Rules,
the Noteholders are entitled to changes to the Conversion Price and/or issue of
additional Notes in respect of reconstruction of AVA's capital or AVA's issue of
bonus securities, other than in relation to an issue under any employee incentive
plan not exceeding 5% of the total issued capital of AVA in any financial year.
AVA must not undertake certain 'Dilution Events' (including an issue of securities
at a price below the Conversion Price) other than in relation to an issue under any
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employee incentive plan not exceeding 5% of the total issued capital of AVA in any
financial year.
If AVA issues securities with a conversion or exercise price and other terms
(including as to board appointment and other rights) considered on a whole to be
more favourable than the terms of the 'Note Documents' (which includes the
Convertible Note Facility, the Warrant Deed and the Security) (Relevant
Securities), AVA must consult with the Noteholders and Warrant holders (as
applicable) and at the request of those holders amend the Note Document(s) to
ensure such documents are no less favourable and if prevented by law or ASX
Listing Rules from doing so, AVA must obtain Noteholder consent before issuing
Relevant Securities.
Board appointment rights From the date of entry into the Convertible Note Facility until all amounts owed to
Hale are repaid, the Noteholders have the right to:
nominate one non-executive director to the AVA board, and AVA must
procure the appointment of that director, subject to compliance with
applicable laws, listing rules and corporate governance principles; and
appoint two directors to any newly-incorporated Special Security Agreement
(SSA) entity. An SSA is a US-incorporated subsidiary, owned by AVA as a
foreign parent, that is approved to perform classified US intelligence or
defence work, operating under a Special Security Agreement that protects US
national security interests while allowing foreign ownership.
Board observer rights While any amount is owing from AVA to Hale, a representative of Hale is entitled
to attend and observe (but not vote) at all meetings of the Board and receive
Board materials, subject to appropriate exceptions, including for confidentiality
and conflicts.
Representations,
warranties and
undertakings
AVA has provided Hale with customary representation, warranties and
undertakings, allowing AVA in some circumstances to cure breaches.
Financial covenants AVA is to comply with cash covenant requirements at all times. Covenants are
tested on a monthly basis.
Consequences of an Event
of Default
While any event of default is subsisting, an additional 5% per annum is payable on
top of the Coupon Rate.
For a subsisting event of default, Hale also has the rights to:
declare that all or part of the secured financing is immediately due and
payable;
declare that all or part of the secured financing is payable on demand;
cancel all, or part, of the Commitments, effective immediately; or
terminate some or all of its obligations.
Transferable Noteholders may transfer the Notes:
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to any person without AVA's consent during an unremedied event of default
of AVA or any AVA group member guarantor;
to a related body corporate, provided the proposed transferee is not a
competitor of AVA, nor a sanctioned person nor other excluded class of
transferee (Excluded Transferee); or
to any other person who is neither a related body corporate nor Excluded
Transferee, subject to AVA's consent.
Governing law Victoria, Australia
5. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES THAT MAY BE ISSUED ON
CONVERSION OF THE TRANCHE 2 NOTES
The Shares issued to Hale (the Initial Noteholders) on the conversion of the Tranche 2 Notes will rank equally in all
respects with all of the Company’s existing Shares.
The rights attaching to Shares, including new Shares to be issued to Hale (the Initial Noteholders) on the
conversion of the Tranche 2 Notes, are set out in the Company’s constitution (Constitution), and, in certain
circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law. Pursuant to the
Convertible Note Facility, the Company is required to apply to ASX for quotation of the Shares issued on
conversion of the Tranche 2 Notes on their date of issue and to ensure such Shares are freely tradable (either
through issue of a Convertible Note Cleansing Notice on issue of the Tranche 2 Notes, through cleansing notice,
disclosure document or through ASIC exemption).
A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of
the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does
not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of the Company's
shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the
Constitution with statutory and common law requirements. For a shareholder of the Company (Shareholder) to
obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the
Shareholder should seek legal advice.
General meetings Each shareholder is entitled to receive notice of, attend and vote at general
meetings of the Company and to receive all notices, accounts and other
documents required to be sent to Shareholders under the Constitution,
Corporations Act and ASX Listing Rules. The Company must give at least 28 days’
written notice of a general meeting.
The Company’s Constitution enables the Company to hold a general meeting at
two or more venues using any technology or solely using technology, in each
case that gives the shareholders as a whole a reasonable opportunity to
participate. The chair of the meeting may, subject to the Corporations Act and
the Constitution, allow the meeting to continue or adjourn the meeting in the
event that a technical difficulty prevents a shareholder from participating in the
meeting.
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Voting rights Subject to the Corporations Act, the ASX Listing Rules and rules 16.15, 17 and 18
of the Constitution and the terms on which shares are issued:
(a) on a show of hands:
(i) if a shareholder has appointed two proxies, neither of those proxies
may vote;
(ii) a shareholder who is present and entitled to vote and is also a proxy,
attorney or representative of another shareholder has one vote;
(iii) an individual present who is a proxy who has two or more
appointments that specify a different way to vote on a resolution,
must not vote; and
(iv) subject to paragraphs (a)(i), (a)(ii) and (a)(iii), every individual present
who is a shareholder, or a proxy, attorney or representative of a
shareholder, entitled to vote has one vote; and
(b) on a poll every shareholder entitled to vote who is present in person or by
proxy, attorney or representative:
(i) has one vote for every fully paid share held; and
(ii) in respect of each partly paid share held has a fraction of a vote equal
to the proportion which the amount paid up, but not credited as paid
up, on that share bears to the total issue price (the total of the
amounts paid and payable (excluding amounts credits) on the share.
Ranking of shares At the date of this Cleansing Notice, all shares in the capital of the Company are
of the same class and rank equally in all respects.
Variation of rights (a) If the Company issues different classes of shares, or divides issued shares
into different classes, the rights attached to shares in any class may (subject
to sections 246C to 246E of the Corporations Act) be varied or cancelled
only:
(i) with the written consent of the holders of 75% of the issued shares of
the affected class; or
(ii) by special resolution passed at a separate meeting of the holders of
the issued shares of the affected class.
(b) Subject to the terms of issue of shares, the rights attached to a class of
shares are not treated as varied by the issue of further shares of that class.
Dividend rights The power to determine that a dividend is payable and to declare dividends
(including interim dividends) is vested in the Directors who may fix the amount
and the
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