Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
Voting Access Code (VAC):
IMAGION BIOSYSTEMS LIMITED
(ASX: IBX)
3 May 2024
Dear Shareholder
Re: Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting (AGM) of Imagion Biosystems Limited (Imagion or
Company) will be held at the offices of K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC
3000 and virtually via the online platform https://www.web.lumiagm.com/367489986 on Friday 31 May 2024
at 10.00am (AEST) (Melbourne time).
The AGM will be held as a hybrid meeting, whereby shareholders can attend in person or virtually via the
online platform at https://www.web.lumiagm.com/367489986. Registration opens from 9:30am on the day
of the meeting. Accordingly, shareholders will be able to participate, ask questions and cast direct votes at
the appropriate times whilst the meeting is in progress.
In order to provide shareholders with the opportunity to fully participate in the Meeting, the Company
announces that shareholders can attend in person and virtually via the online platform at
https://www.web.lumiagm.com/367489986 to do this you will need a desktop or mobile/tablet device with
internet access, and you will need to provide your details (including Shareholder Reference Number (SRN)
or Holder Identification Number (HIN) to be verified as a security holder or proxy holder. The online platform
will allow you to listen to the proceedings, view the presentations and ask questions of the Board and vote
in real-time.
Whilst live voting will now be available, shareholders are still strongly recommended to submit their votes by
proxy to ensure that their votes are counted. Instructions on how to submit votes by proxy are contained
within the “Proxies” section within the Notice of Meeting.
VOTING IS NOW OPEN. To vote online in relation to the following account, please follow the instructions
below:
STEP 1: Visit https://www.votingonline.com.au/ibxagm2024
STEP 2: Enter your Postcode (if within Australia) OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC) – as shown in the top right corner of this letter
STEP 4: Follow the prompts to vote on each resolution
Important Note: For your voting instructions to be valid and counted towards this meeting please ensure
your online lodgement is received no later than 10:00am (AEST) on Wednesday 29 May 2024. Voting
instructions received after this time will not be valid for the scheduled meeting.
In accordance with the recent amending provisions to the Corporations Act, the Company will not be
dispatching physical copies of the Notice of Meeting and Explanatory Memorandum (Notice of Meeting).
The Notice of Meeting will be made available to shareholders electronically.
Imagion Biosystems Limited
ACN 616 305 027
Level 25, 525 Collins Street, Melbourne VIC 3000
www.imagionbiosystems.com
Access to the Notice of Meeting is available as follows:
1. Online on the Imagion Biosystems Limited website:
https://imagionbiosystems.com/investor-hub/
2. At our share registry website https://www.investorserve.com.au/ by logging in and selecting
Company Announcements from the main menu.
3. A copy of the Notice of Meeting has also been lodged on the Company’s ASX market announcement
page.
Shareholders who have provided an email address will receive an email to their nominated email address
with a link to an electronic copy of the Notice of Meeting and the Voting Form. If you would like to receive
electronic communications from the Company in the future, please update your communication elections
online at https://www.investorserve.com.au/.
If you are unable to access the Notice of Meeting online, please contact our share registry Boardroom Pty
Limited at enquries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600
(outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday, to arrange a copy.
Yours sincerely
Geoff Hollis,
CFO and Company Secretary
Imagion Biosystems Limited
Imagion Biosystems Limited
ACN 616 305 027
Level 25, 525 Collins Street, Melbourne VIC 3000
www.imagionbiosystems.com
IMAGION BIOSYSTEMS LIMITED
ACN 616 305 027
Notice of Annual General Meeting and
Explanatory Memorandum
TAKE NOTICE that the Annual General Meeting of Shareholders of the Company will be held
at the time, date and place specified below:
Time:
10.00 am (Melbourne time)
Date:
Friday 31 May 2024
Place:
K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC
3000 and virtually via the online platform
https://www.web.lumiagm.com/367489986
How to join the Meeting
The AGM will be held as a hybrid meeting, whereby shareholders can attend in person or virtually via
the online platform at https://www.web.lumiagm.com/367489986. Registration opens from 9:30am on
the day of the meeting. Accordingly, shareholders will be able to participate, ask questions and cast
direct votes at the appropriate times whilst the meeting is in progress.
Online Voting Procedures during the AGM:
Shareholders who wish to participate in the AGM online may do so by entering the following URL into
an internet browser on your computer, laptop, smartphone, tablet or other smart device:
https://www.web.lumiagm.com/367489986
You can log in to the meeting by entering:
1. Your username, which is your Voting Access Code (VAC) which can be located on your AGM
Notification Letter or Notice of Meeting email.
2. Your password, which is the postcode registered to your holding if you are an Australian
shareholder. Overseas shareholders should refer to the online voting user guide for their
password details.
3. 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 AGM live, ask questions and cast direct
votes at the appropriate times whilst the meeting is in progress.
Attendee registration by the above teleconference facility will be available between 9:30am and 10:00am
(Melbourne time) on the day of the meeting.
All votes at the Meeting will be conducted by poll.
We also strongly recommend that all Shareholders lodge their votes via the Company's share register
platform or by appointing a proxy prior to 10.00am (Melbourne time) on Wednesday, 29 May 2024.
Imagion Biosystems Limited | Notice of Annual General Meeting | Page 2
NOTICE OF 2024 ANNUAL GENERAL MEETING
Notice is given that the 2024 Annual General Meeting of Shareholders of Imagion Biosystems Limited
will be held at 10.00am (Melbourne time) on Friday, 31 May 2024
in person at the offices of K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC 3000
and virtually via the online platform at https://www.web.lumiagm.com/367489986
BUSINESS OF THE MEETING
Shareholders are invited to consider the following items of business at the Annual General Meeting:
1.
Item 1: Financial and related reports
To receive and consider the Financial Report of the Company and its controlled entities and the
related Directors’ and Auditor’s Reports in respect of the financial year ended 31 December 2023.
2.
Resolution 1: Adoption of the Remuneration Report (non-binding resolution)
To consider, and if thought fit, to pass the following as an ordinary resolution:
“THAT the Remuneration Report of the Company and its controlled entities for the year ended 31
December 2023 be adopted in accordance with section 250R of the Corporations Act.”
Note: This resolution is advisory only and does not bind the Company or the Directors.
Voting Exclusion Statement:
The Company will disregard any votes cast on this resolution:
by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year
ended 31 December 2023, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast;
and
as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party.
However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this resolution:
in accordance with the directions of how to vote on the Proxy Form; or
by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form; 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.
3.
Resolution 2: Re-Election of Director – Mr Michael Harsh
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“THAT, Mr Michael Harsh, being a Director, who retires in accordance with clause 20.3 of the
Company’s Constitution and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director
of the Company.”
4.
Resolution 3: Re-Election of Director – Mr Mark Van Asten
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“THAT, Mr Mark Van Asten, being a Director, who retires in accordance with clause 20.3 of the
Company’s Constitution and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director
of the Company.”
Imagion Biosystems Limited | Notice of Annual General Meeting | Page 1
5.
Spill Resolution – Conditional Resolution
To consider, and if thought fit, to pass the following as an ordinary resolution:
“THAT, subject to and conditional on at least 25% of the votes validly cast on Item 2 (Resolution
1, Adoption of the Remuneration Report) being cast against the adoption of the Remuneration
Report for the year ended 31 December 2023:
a. a general meeting of the Company (Spill Meeting) be held within 90 days after passing of this
resolution;
b. all the directors of the Company in office at the time when the resolution to make the Director’s
Report for the financial year ended 31 December 2023 was passed, other than the Managing
Director, cease to hold office immediately before the end of the Spill Meeting; and
c. resolutions to appoint persons to offices that will be vacated immediately before the end of the
Spill Meeting be put to the vote at the Spill Meeting.”
Note: The directors unanimously recommend you vote against this item.
Voting Exclusion Statement:
The Company will disregard any votes cast on this resolution:
by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year
ended 31 December 2023, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast;
and
as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party.
However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this resolution:
in accordance with the directions of how to vote on the Proxy Form; or
by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form; 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.
BY ORDER OF THE BOARD
Geoff Hollis
Company Secretary
3 May 2024
Imagion Biosystems Limited | Notice of Annual General Meeting | Page 2
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.
Questions from Shareholders
In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to
submit in writing any questions to the Company or to the Company’s auditor, in relation to the conduct of
the external audit for the year ended 31 December 2023, or the content of its audit report. Please send
your questions via email to:
Company Secretary
Imagion Biosystems Limited
corpsecretary@imagionbio.com
Your questions should relate to matters that are relevant to the business of the Annual General Meeting,
as outlined in this Notice of Meeting and Explanatory Memorandum.
In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity
will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or
make comments upon, matters in relation to the Company including the Company’s Remuneration Report
for the year ended 31 December 2023.
During the course of the Annual General Meeting, the Chairman will seek to address as many Shareholder
questions as reasonably practicable, and where appropriate, will give a representative of the auditor the
opportunity to answer written questions addressed to it. However, there may not be sufficient time to
answer all questions at the Annual General Meeting. Please note that individual responses may not be
sent to Shareholders.
3.
Who may vote
A determination has been made by the Board under regulation 7.11.37 of the Corporations Regulations
2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on Wednesday, 29
May 2024 will be taken to be held by the persons who held them at that time for the purposes of the Annual
General Meeting (including determining voting entitlements at the meeting).
4.
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)
A proxy need not be a Shareholder.
(b)
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.
(c)
If the Shareholder appoints only one proxy, that proxy is entitled to vote. Voting will take place by
proxy and not a show of hands.
(d)
Where two proxies are appointed, any fractions of votes resulting from the appointment of two
proxies will be disregarded.
(e)
A Proxy Form accompanies this Notice.
(f)
Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or
she thinks fit, or abstain from voting.
Imagion Biosystems Limited | Notice of Annual General Meeting | Page 3
(g)
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.
(h)
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.
(i)
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.
(j)
The Proxy Form (together with any relevant authority) must be received by no later than 10.00am
(Melbourne time) on Wednesday, 29 May 2024 or 48 hours before the time scheduled for the
commencement of any adjourned meeting.
(k)
The completed Proxy Form may be lodged as follows:
(l)
5.
Online: https://www.votingonline.com.au/ibxagm2024
By fax: + 61 2 9290 9655
By mail: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia
In person: Boardroom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000 Australia
The Chairman of the meeting intends to vote all available proxies in favour of all Resolutions.
Proxy voting by the Chairman
The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act
2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from
voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.
However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is
to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to
the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a
member of Key Management Personnel.
If you complete a Proxy Form that authorises the Chairman of the Meeting to vote on your behalf as proxy,
and you do not mark any of the boxes so as to give him directions about how your vote should be cast,
then you will be taken to have expressly authorised the Chairman to exercise your proxy on Resolution 1.
In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution
1. If you wish to appoint the Chairman of the Meeting as your proxy, and you wish to direct him how to
vote, please tick the appropriate boxes on the Proxy Form.
The Chairman of the Meeting intends to vote all available undirected proxies in favour of each item of
business.
If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key
Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to
vote Resolution 1, he or she will not vote your proxy on those resolutions.
6.
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.
Imagion Biosystems Limited | Notice of Annual General Meeting | Page 4
Imagion Biosystems Limited ACN 616 305 027
EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders of
Imagion Biosystems Limited (Company or Imagion) to be held at 10.00am (Melbourne time) on Friday, 31 May
2024 at the offices of K&L Gates, Level 25, 525 Collins Street, Melbourne VIC 3000 and virtual via the online
platform at https://www.web.lumiagm.com/367489986.
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.
1.
Item 1: Financial and related reports
1.1
Background
Section 317 of the Corporations Act requires the Company’s financial report, Directors’ report and auditor’s
report for the financial year ended 31 December 2023 to be laid before the Company’s Annual General
Meeting. There is no requirement for a formal resolution on this item. The financial report contains the
financial statements of the consolidated entity consisting of the Company and its controlled entities.
As permitted by the Corporations Act, a printed copy of the Company’s 2023 Annual Report will be sent only
to those Shareholders who have elected to receive a printed copy. A copy of the 2023 Annual Report will be
available from the Company's website (www.imagionbiosystems.com).
The Chairman of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask
questions. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s
auditor questions about its audit report, the conduct of its audit of the Company’s financial report for the year
ended 31 December 2023, the preparation and content of its audit report, the accounting policies adopted
by the Company in its preparation of the financial statements and the independence of Company's auditor
in relation to the conduct of the audit.
2.
Resolution 1: Adoption of Remuneration Report (non-binding resolution)
2.1
Background
Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out
in the Company’s 2023 Annual Report and is available from the Company's website
(www.imagionbiosystems.com). The Remuneration Report:
describes the policies behind, and the structure of, the remuneration arrangements of the Company
and the link between the remuneration of executives and the Company’s performance;
sets out the remuneration arrangements in place for each Director and for certain members of the
senior management team; and
explains the differences between the basis for remunerating Non-Executive Directors and senior
executives, including the CEO.
The vote on this item is advisory only and does not bind the Directors. However, the Board will take into
account any discussion on this item and the outcome of the vote when considering the future remuneration
policies and practices of the Company.
Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 5
2.2
Voting exclusion
A voting exclusion statement applies to this resolution, as set out in the Notice.
2.3
Board recommendation
The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.
3.
Resolution 2: Re-Election of Director – Mr Michael Harsh
3.1
Background
Clause 20.3 of the Company’s Constitution, provides that one third of all existing Directors, excluding the
Managing Director, must retire by rotation each annual general meeting.
Additionally:
Rule 14.4 of the ASX Listing Rules provides that a Director (other than the Managing Director) must
not hold office (without re-election) past the third annual general meeting following the Director's
appointment or 3 years, whichever is longer; and
Under Rule 14.5 of the ASX Listing Rules, the Company must hold an election of Directors at each
annual general meeting.
Mr Michael Harsh retires in accordance with clause 20.3 of the Company’s Constitution and ASX Listing
Rule 14.5 and being eligible, offers himself for re-election.
3.2
About Mr Michael Harsh
Michael is a co-founder and Chief Product Officer of Terapede Systems, a digital X-ray startup that focuses
on developing an ultra-high resolution medical flat panel X-ray detector. Prior to co-founding Terapede
Systems in 2015, Mr. Harsh had a 36-year long career with General Electric, including serving as Global
Technology Leader – Imaging Technologies at the GE Global Research Center and culminating with him
serving as Vice President and Chief Technology of GE Healthcare. Additionally, he serves on the boards of
directors of Endra Life Sciences (NASDAQ: NDRA), EmOpti Inc. and Compute Health Acquisition Corp
(NYSE:CPUH). He had previously served as a director for FloDesign Sonics until its acquisition by
MilliporeSigma, a division of the Merck Group. Mr. Harsh is a graduate of Marquette University, where he
earned a bachelor’s degree in Electrical Engineering. He holds numerous U.S. patents in the field of medical
imaging and instrumentation. In 2008, Mr. Harsh was elected to the American Institute for Medical and
Biological Engineering College of Fellows for his significant contributions to the medical and biological
engineering field.
Mr Harsh was appointed as a Director of the Company on 28 February 2017 and was last re-elected on 25
May 2022.
3.3
If the resolution is not approved
If Resolution 2 is not approved, Mr Harsh will retire as a Director following the date of the Meeting.
3.4
Board recommendation
The Board, with Mr Harsh abstaining, recommends that Shareholders vote in favour of this resolution.
Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 6
4.
Resolution 3: Re-election of Director – Mr Mark Van Asten
4.1
Background
Please refer to the background provided in section 3.1 of this Explanatory Memorandum.
4.2
About Mr Mark Van Asten
Mark has over 30 years of experience in the medical diagnostics and life sciences industry. Much of this
time has been in international business development, strategic planning and introduction of new technology.
Through Diagnostic Technology, a company he founded, he has been responsible for the development and
introduction of a number of innovative technology platforms and technologies into mainstream healthcare
use, including HPV DNA testing for cervical cancer screening and the molecular monitoring for both viral
infections and cancer treatments. He holds an Adjunct Senior Lectures position at the School of
Biotechnology and Biomolecular Science, University of NSW where he has collaborated on a number of
research projects related to biosynthetic pathways in bacteria.
Mr Van Asten was appointed as a Director of the Company on 6 December 2016 and was last re-elected on
28 May 2021.
4.3
If the resolution is not approved
If Resolution 3 is not approved, Mr Van Asten will retire as a Director following the date of the Meeting.
4.4
Board recommendation
The Board, with Mr Van Asten abstaining, unanimously recommends that Shareholders vote in favour this
resolution.
5.
Spill Resolution – Conditional Resolution
5.1
Background
The Corporations Act includes a ‘two-strike’ rule in relation to remuneration reports. The ‘two-strike’ rule
provides that if at least 25% of the votes cast on the resolution to adopt the remuneration report at two
consecutive AGMs are against adopting the remuneration report, shareholders will have the opportunity to
vote on a spill resolution (described below) at the second AGM.
At last year’s AGM, at least 25% of the votes cast on the resolution to adopt the 2022 Remuneration Report
were against adopting the report (the first strike).
Accordingly, if at least 25% of the votes cast on Item 2 (Resolution 1) at this AGM are against adopting the
2023 Remuneration Report, this will constitute a ‘second strike’ and Item 5 will be put to the meeting and
voted on as required by section 250V of the Corporations Act (the Spill Resolution).
If less than 25% of the votes cast on Item 2 (Resolution 1) are against adopting the 2023 Remuneration
Report, then there will be no second strike and the Spill Resolution will not be put to the meeting.
If the Spill Resolution is put to the meeting, it will be considered as an ordinary resolution, which means that,
to be passed, the resolution required the approval of a simple majority of the votes cast by or on behalf of
shareholders entitled to vote on the resolution.
Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 7
If the Spill Resolution is passed, a further general meeting (Spill Meeting) must be held within 90 days after
the AGM and, immediately before the end of the Spill Meeting, each of: David Ludvigson, Mark Van Asten,
and Michael Harsh being the current directors (other than the Managing Director in which Robert Proulx is
currently acting in this capacity) who were in office when the Board approves the Directors’ Report (the
Relevant Directors), will cease to hold office.
The Spill Meeting would consider the election or re-election of directors, and each of the Relevant Directors
would be eligible to seek re-election.
It is proposed that any vote would be conducted by a poll. Such a process results in each shareholder having
one vote for each share held and in respect of which a vote is cast (subject to the voting exclusions).
The Board recommends that shareholders consider the following factors when making a decision on how to
vote on any Spill Resolution put to the AGM:
the substantial additional expense which holding a Spill Meeting would cause; and
the disruption to the Company which would be caused by changes to the Board
composition.
5.2
Voting exclusion
A voting exclusion statement applies to this resolution, as set out in the Notice.
5.3
Board recommendation
The directors unanimously recommend shareholders vote against this item.
Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 8
All Correspondence to:
By Mail
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 668 019
(outside Australia) +61 2 8016 2897
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be recorded before 10:00am (Melbourne time) on Wednesday, 29 May 2024.
TO APPOINT A PROXY ONLINE
BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/ibxagm2024
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):
Scan QR Code using smartphone
QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1: APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to
appoint someone other than the Chair of the Meeting as your proxy, please write the full
name of that individual or body corporate. If you leave this section blank, or your named
proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need
not be a securityholder of the company. Do not write the name of the issuer company or the
registered securityholder in the space.
Appointment of a Second Proxy
You a
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