Announcement PDF AVA RISK GROUP LIMITED (ACN: 064 089 318) NOTICE OF ANNUAL GENERAL MEETING – 26 October 2023 TAKE NOTICE that the Annual General Meeting of Shareholders of the AVA Risk Group Limited will be held at the place, date and time specified below: Place: La Trobe Room, Pullman on the Park, 192 Wellington Parade, East Melbourne Vic 3002 Date: Thursday, 26 October 2023 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 24 September 2023 By order of the Board: Kim Clark 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 2023. Resolutions 1. Remuneration Report To consider, and if in favour, pass the following resolution in accordance with 250R(2) of the Corporations Act: “That the Company adopt the Remuneration Report for the year ended 30 June 2023 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 David Cronin Mr David Cronin retires as a Director in accordance with the requirement of clause 19.3 of the Constitution and Listing Rule 14.5. Being eligible, he offers himself for re-election. To consider, and if in favour, pass the following resolution as an ordinary resolution: “That David Cronin who is retiring in accordance with clause 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. Election of Director – Mr Malcom Maginnis Mr Malcolm Maginnis was appointed as a Director of the Company on 9 January 2023 and retires in accordance with Listing Rule 14.4 and clause 19.2 of the Constitution. To consider and, if in favour, pass the following resolution as an ordinary resolution: “That, Mr Malcolm Maginnis who, having previously been appointed to fill a casual vacancy, retires in accordance with Listing Rule 14.4 and clause 19.2 of the Constitution and having consented to act and being eligible, be elected as a Director of the Company.” 4. Approval of 10% Placement Facility To consider and, if in favour, pass the following resolution as a special resolution: “That, pursuant to and in accordance with ASX 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 ASX 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.” 2 5. Approval of Equity Incentive Plan To consider and, if in favour, pass the following as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.2, exception 13 and for all other purposes, the Company’s Equity Incentive Plan, as described in the Explanatory Memorandum, be approved for the issue of securities under the Company’s Equity Incentive Plan.” 6. Issue of Performance Rights to Directors To consider and, if in favour, pass the following resolutions as ordinary resolutions: “That, pursuant to section 208(1)(a) of the Corporations Act and Listing Rule 10.14, the members of the Company approve the granting of (a) 1,000,000 Performance Rights to Mr Malcolm Maginnis, Executive Director; (b) 1,500,000 Performance Rights to Mr Malcolm Maginnis, Executive Director; (c) 435,816 Performance Rights to Mr Malcolm Maginnis, Executive Director; (d) 200,000 Performance Rights to Mr David Cronin, Non-Executive Director; (e) 200,000 Performance Rights to Mr Mark Stevens, Non-Executive Director; and (f) 200,000 Performance Rights to Mr Michael McGeever, Non-Executive Director, under the Company’s Equity Incentive 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. 7. Appointment of Auditor To consider and, if in favour, pass the following resolution as an ordinary resolution: “That, for the purposes of section 327C(2) of the Corporations Act 2001 (Cth) and for all other purposes, BDO Audit Pty Ltd of Level 18, 727 Collins St, Melbourne VIC, having consented in writing to act as auditors of the Company, be appointed as auditors of the Company.” ________________ 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 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. 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 by any person who is eligible to participate in the Company’s Equity Incentive 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. 4 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), (d), (e) and (f)- The Company will also disregard any votes cast in favour of Resolutions 6 (a), (b), (c), (d), (e) and (f) 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 Equity Incentive 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 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 24 October 2023. This means that any Shareholder registered at 7.00pm (AEDT) on 24 October 2023 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 5 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/316-276-916 2. From their mobile device, by entering the URL in their browser: https://web.lumiagm.com/316-276-916 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 – 316-276-916 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. 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 Clark by email to kim.clark@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. • 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. 6 7. • 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 11:00 am (AEDT) on 24 October 2023 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/avaagm2023. 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 clause 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. 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. 7 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 virtually at 11:00 am (AEDT) on 26 October 2023. 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, 19 October 2023. 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.Clark@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 2023. 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. Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved by the Shareholders will be the Directors of the Company. 8 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 David Cronin Listing Rule 14.5 requires the Company to hold an election of directors at each annual general meeting. In addition, clause 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 clause 19.3 of the Constitution, Mr David Cronin retires and, being eligible, wishes to stand for re-election. David has over 23 years’ professional experience and 15 years of international experience at the Director/Chairman Board level. David is presently the Managing Director of the investment and consulting group, Pierce Group Asia where he is responsible for its technology focused corporate development and investment activities. Prior to this role, David was an investment manager for the London listed Guinness Peat Group PLC and Director of M&A for its technology focused division. David has been involved in various advisory, executive-level and board positions with several technology companies at various stages of development. David has previously served as both Director and Chairman of FFT prior to its IPO. Directors’ recommendation The Directors (with Mr Cronin abstaining) unanimously recommend that Shareholders vote in favour of this Resolution. Resolution 3: Election of Director – Mr Malcolm Maginnis Mr Malcolm Maginnis was appointed as a Director of the Company on 9th January 2023 and retires in accordance with clause 19.2 of the Constitution and Listing Rule 14.4 and stands for election. Mal is a seasoned leader of global technology-enabled businesses with more than 35 years of experience in the defence, security, safety and technology industries. Most recently, Mal served as President of Rapiscan Systems from July 2017 until September 2022 – a US-headquartered global manufacturer of security equipment and systems with FY22 revenues of US$662 million. Prior to joining Rapiscan, Mal was head of Iveagh Technology a technology development company based in Singapore and part owner of SX Technologies, a Sydney-based detection company. He was also President of Smiths Detection from 2011 to 2014. Mal is based in Singapore. Directors’ recommendation The Directors (with Mr Maginnis abstaining) unanimously recommend that the Shareholders vote in favour of Resolution 3. 9 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 7.2 (other than 9, 16 or 17);plus the number of fully paid Shares issued in the 12 months on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: the convertible securities were issued or agreed to be issued before the commencement of the 12 months; or the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;plus the number of partly paid Shares issued in the 12 months under an agreement to issue securities within Listing Rule 7.2 exception 16 where: the agreement was entered into before the commencement of the 12 months; or the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;plus the number of partly paid Shares that became fully paid in the 12 months; plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid Shares under the entity's 15% placement capacity without Shareholder approval; and less the number of fully paid Shares cancelled in the 12 months. Note, that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity. D is 10% E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4. (d) Listing Rule 7.1 and Listing Rule 7.1A: The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. As at 4 September 2023, the Company has on issue 255,802,738 Shares. As at 4 September 2023, the Company has a capacity to issue a further 38,312,195 securities. Subject to the approval of this Resolution 4 this amount will increase to 63,789,303. 10 (e) 10% Placement Period: Shareholder approval of the 10% Placement