ZIPMONEYLIMITED ABN 50 139 546 428 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM Date of Meeting Friday 27 November 2015 Time of Meeting 11:00 am (AEDST) Place of Meeting The Grace Hotel 77 York Street SYDNEY NSW 2000 This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. The 2015 Annual Report may be viewed on the Company s website at www.zipmoneylimited.com.au
ABN 50 139 546 428 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of ZipMoney Limited (Company) will be held at The Grace Hotel, 77 York Street, Sydney, NSW, 2000 on 27 November 2015 at 11:00 am (AEDST) (Meeting) for the purpose of transacting the following business. 2015 Financial Statements To receive and consider the financial statements of the Company for the year ended 30 June 2015, consisting of the annual financial report, the Directors Report and the Auditor's Report. Resolution 1 Adoption of Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution: "That, for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company s 2015 Annual Report be adopted." Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) (b) 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. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) (b) the voter is appointed as a proxy by writing that specifies how the proxy is to vote on this Resolution; or the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 2 Re-election of Ian Hobson as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That of the purpose of article 6.3 of the Constitution and for all other purposes, Mr Ian Hobson retires by rotation as a Director, and being eligible, having offered himself for re-election, is re-elected as a Director." Resolution 3 Appointment of Auditor To consider and, if thought fit, to pass with or without amendment the following, as an ordinary resolution: That pursuant to and in accordance with section 327B of the Corporations Act and for all other purposes, BDO Audit (WA) Pty Ltd, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company on the terms and conditions in the Explanatory Memorandum. OTHER BUSINESS To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act. - 2 -
PROXIES A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; a proxy need not be a member of the Company; and a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying Proxy Form and return it in accordance with its instructions prior to 10:00 am WST on 25 November 2015 by: 1. by post to The Company Secretary at PO Box 226, Subiaco WA 6904; 2. by facsimile to + 61 8 9388 8256; or 3. email to the Company Secretary: ian@zipmoney.com.au If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. ENTITLEMENT TO VOTE For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00 pm WST on 25 November 2015 will be entitled to attend and vote at the AGM. CORPORATIONS A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting. REVOCATION OF PROXIES A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law. VOTING OF PROXIES The Proxy Form accompanying this Explanatory Statement and Management Information Circular confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the time of printing this Management Information Circular, management knows of no such amendment, variation or other matter. Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of proxy form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy). - 3 -
By Order of the Board of Directors DATED: 14 OCTOBER 2015 IAN HOBSON DIRECTOR AND COMPANY SECRETARY - 4 -
EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the Shareholders of the Company in connection with the business to be conducted at the AGM of the Company to be held at The Grace Hotel, 77 York Street, Sydney, NSW, 2000 on 27 November 2015 commencing at 11:00 am (AEDST) and any adjournment thereof. This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the matters set forth in the Notice for approval at the Meeting. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Statement. At the AGM, Shareholders will be asked to consider the following Resolutions: adopting the Remuneration Report; re-electing Mr Ian Hobson as a Director, who retires by rotation in accordance with the Constitution; and appointment of auditor. 2015 Financial Statements In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2015 There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered a reasonable opportunity to: (a) (b) (c) discuss the Annual Report which is available online from the Company s website www.zipmoneylimited.com.au; ask questions about, or comment on, the management of the Company; and ask the auditor questions about: (i) (ii) (iii) (iv) the preparation and content of the Auditor s Report; the conduct of the audit; accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Company s auditor if the question is relevant to: (a) (b) the content of the Auditor s Report; or the conduct of the audit of the Annual Report to be considered at the AGM, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. Resolution 1 Remuneration Report In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors. In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. - 5 -
The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings. Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2013 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2015 annual general meeting, this may result in the re-election of the Board. The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report. Resolution is advisory only and does not bind the Directors or the Company. Voting on the Remuneration Report In accordance with the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons: (a) (b) 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. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (c) (d) the voter is appointed as a proxy by writing that specifies how the proxy is to vote on this Resolution; or the voter is the Chairman and the appointment of the Chairman as proxy: (i) (ii) does not specify the way the proxy is to vote on this Resolution; and expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chairman intends to exercise all available proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Resolution 2 Re-election of Ian Hobson as a Director In accordance with ASX Listing Rule 14.4, no director of the Company (except a managing director) may hold office (without re-election) past the third AGM following the director s appointment or 3 years, whichever period is longer. Article 6.3(c) of the Constitution also requires that one third of the Directors (other than the managing director) to retire from office at each AGM. Article 6.3(f) of the Constitution provides that a Director who retires under article 6.3(c) of the Constitution is eligible for re-election. Accordingly, Mr Ian Hobson retires by rotation and, being eligible, offers himself for re-election. Mr Ian Hobson was appointed as a Non-Executive Director on 8 July 2014. Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. Director s Biography Ian Hobson is a Chartered Accountant and Chartered Company Secretary who has had 29 years experience in the areas of corporate accounting, transactional support, due diligence, corporate governance and capital raisings. Ian has been a director of 6 ASX listed companies and company secretary for 15 companies over the past 8 years. Prior to commencing his own practice, Ian spent most of his professional career at PricewaterhouseCoopers. - 6 -
Directors Recommendation All the Directors except Mr Ian Hobson who has an interest in this Resolution recommend that Shareholders vote in favour of Resolution 2. The Chairman intends to exercise all available proxies in favour of Resolution 2. Resolution 3 Appointment of BDO Audit (WA) Pty Ltd as Auditors Rothsay Chartered Accountants, which is the Company's current auditor, has given notice of its intention to resign as auditor of the Company to ASIC (under Section 329(5) of the Corporations Act). Upon receipt of ASIC's consent to their resignation, Rothsay has advised that it will submit a notice of resignation to the Company in accordance with Sections 329(5) of the Corporations Act, such resignation to take effect from the date of the Meeting. In accordance with Section 328B( 1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for BDO Audit (WA) Pty Ltd to be appointed as the Company's auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A. BDO Audit (WA) Pty Ltd has given its written consent to act as the Company's auditor, subject to Shareholder approval and the resignation of Rothsay. If Resolution 3 is passed, the appointment of BDO Audit (WA) Pty Ltd as the Company's auditors will take effect from the close of the Annual General Meeting. Directors Recommendation The Board recommends that shareholders approve Resolution 3. The Chairman intends to vote all available proxies in favour of Resolutions 3. - 7 -
GLOSSARY In this Explanatory Statement and the Notice, the following terms have the following meanings unless the context otherwise requires: "AEDST" means Australian Eastern Daylight Saving Time. "AGM" means an annual general meeting; "Annual Report" means the Directors Report, the Financial Report and Auditor s Report, in respect of the financial year ended 30 June 2015; "Associate" has the same meaning as defined in section 11 and section 13 to 17 of the Corporations Act; "ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited; Auditor s Report means the auditor s report on the Financial Report; "Board" means the board of Directors; "Closely Related Party" of a member of the Key Management Personnel means: a spouse or child of the member; a child of the member s spouse; a dependent of the member or the member s spouse; anyone else who is one of the member s family and may be expected to influence the member, or be influenced by the member, in the member s dealing with the entity; a company the member controls; or a person prescribed by the Corporations Regulations 2001 (Cth); "Company" means ZipMoney Limited ABN 50 139 546 428; Convertible Security means a security of the Company which is convertible into Shares; "Constitution" means the Company's constitution, as amended from time to time; "Corporations Act" means Corporations Act 2001 (Cth); "Director" means a director of the Company; Director s Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities; "Equity Securities" has the same meaning as in the Listing Rules; "Explanatory Statement" means the explanatory statement accompanying this Notice; Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities. Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company; "Listing Rules" means the Listing Rules of the ASX; "Meeting" has the meaning in the introductory paragraph of the Notice; "Notice" means this Notice of annual general meeting; "Proxy Form" means the proxy form attached to this Notice; "Remuneration Report" means the remuneration report of the Company contained in the Director s Report; "Resolution" means a resolution contained in this Notice; "Share" means a fully paid ordinary share in the capital of the Company; "Shareholder" means the holder of a Share; - 8 -
"Trading Day" means a day determined by ASX to be a trading day in accordance with the Listing Rules; "WST" means Australian Western Standard Time. Capitalised terms referred to in this Notice are defined in the Explanatory Statement. Shareholders are referred to the Explanatory Statement for more information with respect to these matters to be considered Meeting. For personal use onlyat the - 9 -
30 September 2015 The Directors zipmoney Limited Dear Sirs NOMINATION OF AUDITOR I hereby nominate BDO Audit (WA) Pty Ltd as Auditor. Yours sincerely Ian Hobson Director
ZIPMONEYLIMITED ACN 139 546 428 P R O X Y F O R M The Company Secretary zipmoney Limited By post: By facsimile: By email: zipmoney Limited 08 9388 8256 ian@zipmoney.com.au PO Box 226 Subiaco, WA 6904 Step 1 Appoint a Proxy to Vote on Your Behalf I/We 1 of being a Shareholder/Shareholders of the Company and entitled to votes in the Company, hereby appoint: The Chairman of the Meeting (mark box) OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting of the Company to be held at The Grace Hotel, 77 York Street, Sydney, NSW, 2000 on 27 November 2015 at 11.00am(AEDST) and at any adjournment or postponement of the Meeting and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit). Important If the Chairman of the Meeting is your proxy or is appointed your proxy by default The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the for, against or abstain box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman s voting intentions on Resolution 1 even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an. Step 2 Instructions as to Voting on Resolutions INSTRUCTIONS AS TO VOTING ON RESOLUTIONS The proxy is to vote for or against the Resolution referred to in the Notice as follows: Resolution 1 Adoption of Remuneration Report For Against Abstain Resolution 2 Re-election of Director Mr Ian Hobson Resolution 3 Appointment of Auditor * If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented. The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution. Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name Contact Daytime Telephone Date 1 Insert name and address of Shareholder - 10 -
Proxy Notes: A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company. If a Shareholder appoints a body corporate as the Shareholder s proxy to attend and vote for the Shareholder at the Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company s share registry. You must sign this form as follows in the spaces provided: Joint Holding: Power of Attorney: Companies: where the holding is in more than one name all of the holders must sign. if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space. If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company s Share Registry. Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the Meeting (WST). Postal address: PO Box 226, Subiaco, WA 6904. Facsimile: 08 9388 8256 if faxed from within Australia or +618 9388 8256 if faxed from outside Australia. Email: ian@zipmoney.com.au - 11 -