Notice of Extraordinary General Meeting/Proxy Form
14 January 2022 Dear Shareholders, CARDIEX LIMITED (ACN 113 252 234) – NOTICE OF EXTRAORDINARY GENERAL MEETING CardieX Limited (ASX: CDX or ‘the Company’) advises that an Extraordinary General Meeting (the Meeting) has been called for 9.30am AEDT on Wednesday, 16 February 2022 . The meeting is to be held at BDO, Level 11, 1 Margaret Street, Sydney NSW. In accordance with section 253RA of the Corporations Act, the Company will not be sending hard copies of the Notice of meeting to Shareholders. The Notice of Meeting can be viewed and downloaded from the Company’s website at cardiex.com/notice-of-meetings . In light of the COVID-19 pandemic, the Company will adhere to all social distancing measures prescribed by government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with all protocols. We are concerned for the safety and health of all our shareholders so we have put in place certain protocols and will not allow non-shareholder visitors to attend. In person attendance at this Meeting will be subject to all government COVID-19 requirements and admittance to the venue will be at the discretion of the meeting venue in accordance with these requirements. Due to the above limited attendance capacity, the Company encourages all shareholders to vote online at www.linkmarketservices.com.au or by lodging the attached proxy form. The Company will continue to closely monitor guidance from government authorities for any impact on the proposed Meeting arrangements and advise shareholders by way of announcement on the ASX at www.asx.com.au/cdx . If the situation in relation to COVID-19 changes in a way that affects the ability to conduct an in-person meeting, the Company reserves the right to hold the EGM as an entirely virtual meeting. The Directors of the Company appreciate your understanding under the current circumstances. For and on behalf of the Board, CARDIEX LIMITED Jarrod White Director 1 CardieX Limited ACN 113 252 234 Notice of Extraordinary General Meeting and Explanatory Statement TIME: 9.30 am (Australian Eastern Daylight Time) DATE: Wednesday, 16 February 2022 PLACE: BDO, Level 11, 1 Margaret St, Sydney NSW 2000 This Notice of Meeting and Explanatory Statement 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 without delay. 2 Contents Page Notice of Extraordinary General Meeting 3 Information for shareholders with regard to voting arrangements 4 Explanatory Statement 5 Glossary 8 3 CardieX Limited ACN 113 252 234 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given that an Extraordinary General Meeting of Shareholders of Cardiex Limited ( Company ) will be held at BDO, Level 11, 1 Margaret St, Sydney NSW 2000 on Wednesday, 16 February 2022 at 9.30 am Australian Eastern Daylight Time for the purposes of transacting the following business. Terms used in this Notice of Extraordinary General Meeting and accompanying Explanatory Statement are defined in the glossary to this document. The Explanatory Statement which accompanies and forms part of this Notice of Extraordinary General Meeting describes the matters to be considered at the Extraordinary General Meeting. SPECIAL BUSINESS 1. RESOLUTION 1: CONSOLIDATION OF CAPITAL To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution : “That, pursuant to Section 254H(1) of the Corporations Act, Listing Rule 7.20 and for all other purposes, Shareholders approve the consolidation of the issued share capital of the Company on the basis that every 10 fully paid ordinary Shares be consolidated into one (1) fully paid ordinary Share (rounded up to the next whole number of shares), and that Options and Performance Rights on issue be adjusted in accordance with Listing Rules 7.21 and 7.22 as applicable on the terms and conditions in the attached Explanatory Statement accompanying this Notice.” DATED: 14 January 2022 BY ORDER OF THE BOARD Jarrod White Director 4 INFORMATION FOR SHAREHOLDERS WITH REGARD TO VOTING ARRANGEMENTS The following information forms part of the Notice of Extraordinary General Meeting. Voting Entitlements For the purpose of the Extraordinary General Meeting, the Company has determined that all securities of the Company that are quoted securities at 9.30 am Australian Eastern Daylight Time on 14 February 2022 will be taken, for the purpose of the EGM, to be held by the persons who were registered holders at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Extraordinary General Meeting. You may vote by attending the Meeting in person or by proxy. A body corporate can appoint a corporate representative. Voting in person To vote in person, attend the Meeting at the place and time specified in the Notice of Meeting. Voting by corporate representative Body corporate shareholders should complete a “ Certificate of Appointment of Corporate Representative ” to enable a person to attend the Meeting on their behalf. Proxies A Shareholder has the right to appoint a proxy who need not be a Shareholder of the Company. If a Shareholder is entitled to two or more votes, they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form (which is enclosed with this Notice of Meeting) and any power of attorney or authority under which they are signed must be received at the share registry of the Company: c/- Link Market Services Ltd Locked Bag A14 Sydney South, NSW 1235, Australia or: At the Company’s Registered Office Suite 303, Level 3 15 Lime Street Sydney NSW 2000 By Hand Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000 or By facsimile to Link Market Services Ltd on +61 (2) 9287 0309 or online at www.linkmarketservices.com.au at least 48 hours prior to the EGM (i.e. by no later than 9.30 am Australian Eastern Daylight Time on 14 February 2022) or any adjournment. Any Proxy Form received after this deadline, including at the Meeting, will be invalid. 5 CardieX Limited ACN 113 252 234 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Extraordinary General Meeting to be held at BDO, Level 11, 1 Margaret St, Sydney NSW 2000 on Wednesday, 16 February 2022 at 9.30 am Australian Eastern Daylight Time. The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting. This Explanatory Statement should be read in conjunction with the Notice of Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement are defined in the glossary to this document. ASX takes no responsibility for the contents of the Notice or the Explanatory Statement. This Explanatory Statement does not take into account any person’s investment objectives, financial situation or particular needs. If you are in any doubt about what to do in relation to the Meeting you should consult your financial or other professional adviser. 1. RESOLUTION 1: CONSOLIDATION OF CAPITAL 1.1 Background Resolution 1 seeks Shareholder approval to undertake a consolidation of the number of Shares on issue on the basis that every 10 Shares held be consolidated into one (1) ( Consolidation ). Similarly, the number of Options and Performance Rights on issue will be consolidated on the basis that every 10 Options and Performance Rights held will be consolidated into one (1) Option and Performance Right. The exercise price of the Options and Performance Rights will be amended in inverse proportion to the consolidation ratio. 1.2 Regulatory Requirements (a) Purpose of proposed resolution The Directors have proposed the Consolidation for the following reasons: (i) the Company currently has 1,099,532,721 shares on issue which represents a relatively large number when compared to its listed peer group; (ii) the Directors consider that the Consolidation will assist in reducing the volatility of the Company’s share price and enable a more consistent valuation of the Company; and (iii) the Consolidation is also expected to assist in positioning the Company for long term growth by making an investment in the Company’s securities more attractive to institutional and other investors. (b) Legal requirements Section 254H of the Corporations Act provides that a Company may, by resolution passed at a general meeting, convert all or any of its share into a larger or smaller number. Listing Rule 7.20 provides that where an entity proposes to reorganise its capital, it must tell shareholders: (i) the effect of the proposal on the number of securities and the amount paid (if any) on the securities; (ii) the proposed treatment of any fractional entitlements; and 6 (iii) the proposed treatment of any convertible securities on issue. Listing Rule 7.21 provides that a listed entity which has convertible securities (except options) on issue may only reorganise its capital if, in respect of the convertible securities, the number of its convertible securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive. Listing Rule 7.22.1 requires that where a listed entity with options undertakes a consolidation of its capital, the number of its options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio. (c) Effect of Consolidation The result of the Consolidation is that each security holding will be reduced by 10 times its current level. As the Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Consolidation will have no effect on the percentage interest in the Company of each Shareholder. The Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders. The change in capital structure of the Company following the Consolidation, subject to adjustment for rounding, is as follows: Shares Number* Shares currently on issue 1,099,532,721 Shares on issue after Consolidation 109,953,273 *Assumes no Options or Performance Rights exercised prior to Consolidation Options Options on Issue Pre Consolidated Number* Post Consolidated Number on a 1:10 basis* Pre Consolidated Exercise Price Post Consolidated Exercise Price Options Expiring 26/02/2024 3,000,000 300,000 $0.05 $0.50 Options Expiring 15/01/2024 15,300,000 1,530,000 $0.05 $0.50 Options Expiring 15/02/2026 4,000,000 400,000 $0.05 $0.50 Options Expiring 15/02/2026 29,250,000 2,925,000 $0.08 $0.80 Options Expiring 11/06/2026 1,250,000 125,000 $0.08 $0.80 Total Options 52,800,000 5,280,000 Nmf. Nmf. * Assumes no Options exercised or forfeited prior to Consolidation 7 Performance Rights Performance Rights^ on Issue Pre Consolidated Number** Post Consolidated Number on a 1:10 basis** Pre Consolidated VWAP Milestone Post Consolidated VWAP Milestone Tranche 1 2019 Performance Rights - Expiring 03/03/2022 4,000,000 400,000 $0.12 $1.20 Tranche 2 2019 Performance Rights - Expiring 03/03/2022 12,000,000 1,200,000 $0.15 $1.50 Tranche 1 2020 Performance Rights - Expiring 11/12/2023 11,000,000 1,100,000 $0.12 $1.20 Tranche 2 2020 Performance Rights - Expiring 11/12/2023 11,000,000 1,100,000 $0.15 $1.50 Tranche 3 2020 Performance Rights - Expiring 11/12/2023 24,500,000 2,450,000 $0.20 $2.00 Tranche 4 2020 Performance Rights - Expiring 11/12/2023 57,000,000 5,700,000 $0.25 $2.50 Tranche 5 2020 Performance Rights - Expiring 11/12/2023 57,000,000 5,700,000 $0.50 $5.00 Total Performance Rights 176,500,000 17,650,000 Nmf. Nmf. ^ All Performance Rights have NIL price to Exercise, and are subject to the achievement of VWAP based share price Milestones being achieved to trigger a vesting event ** Assumes no Performance Rights vest or forfeited prior to Consolidation (d) Fractional entitlements Where the Consolidation results in an entitlement to a fraction of a Share, Option or Performance Right, that fraction will be rounded up to the nearest whole number of Shares, Options or Performance Rights. (e) Holding statements Taking effect from the date of the Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post- consolidation basis. New holding statements will be issued to security holders, who are encouraged to check their holdings after the Consolidation. (f) Taxation The Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Consolidation will be the sum of the cost bases of the original Shares pre-consolidation. The acquisition date of Shares held after the Consolidation will be the same as the date on which the original Shares were acquired. This Explanatory Statement does not however consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about the tax consequences of the proposed Consolidation. 8 1.3 Timetable An indicative timetable, assuming Shareholder approval is obtained will be as follows: Date Event 14 January 2022 Announcement of Consolidation and issue of Appendix 3A.3 notice 16 February 2022 Meeting held with Resolution to approve Consolidation Company notifies ASX that Consolidation is approved 16 February 2022 Effective Date of Consolidation 17 February 2022 Last day for trading pre-consolidation securities. 18 February 2022 Trading in the reorganised securities on a deferred settlement basis starts. 21 February 2022 Record Date for Consolidation. Last day for Company to register transfers on a pre-consolidation basis. 22 February 2022 Registration of securities on a post-consolidation basis. First day for the Company to send notice to each security holder and for dispatch of new holding statements. In the case of Options or Performance Rights, first day for the Company to issue new certificates. 28 February 2022 De ferred settlement trading ends. Last day for the Company to send notice to all Shareholders. Last day for securities to be entered into the holders' security holdings 1 March 2022 Normal trading in reorganised securities starts 1.4 Board Recommendation The Board unanimously recommends that Shareholders vote in favour of Resolution 1. 9 Glossary ASX means ASX Limited or the securities market operated by ASX Limited, as the context requires; Board means the board of Directors; Chair means the chair of the Meeting; Company means CardieX Limited ABN 62 113 252 234; Consolidation means the consolidation of the Shares in the manner described in section 1.1; Constitution means the constitution of the Company; Corporations Act means the Corporations Act 2001 (Cth); Director means a director of the Company; Explanatory Statement means the explanatory statement that accompanies this Notice of Extraordinary General Meeting; Listing Rules means the official listing rules of ASX Meeting or Extraordinary General Meeting means the general meeting convened by this Notice of Extraordinary General Meeting; Notice or Notice of Meeting or Notice of Extraordinary General Meeting means this notice of Extraordinary General Meeting; Option means an option to acquire an unissued Share. Performance Right means an entitlement to a Share subject to the satisfaction of performance conditions; Resolution means a resolution contained in this Notice; Share means a fully paid ordinary share in the capital of the Company; and Shareholder means the holder of a Share. CDX PRX2201A *CDX PRX2201A* I/We being a member(s) of CardieX Limited (Company) and entitled to attend and vote hereby appoint: PROXY FORM STEP 1 or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees ?t) at the Extraordinary General Meeting of the Company to be held at 9:30am (AEDT) on Wednesday, 16 February 2022 at BDO, Level 11, 1 Margaret St, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. 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 of the person or body corporate you are appointing as your proxy APPOINT A PROXY STEP 3 This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certi?ed copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth). Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED LODGE YOUR VOTE ? ONLINE www.linkmarketservices.com.au ? BY MAIL CardieX Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia ? BY FAX +61 2 9287 0309 ? BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 ? ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474 STEP 2 Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T * If you mark the Abstain box for a particular Item, 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. ? 1 Consolidation of Capital Resolutions VOTING DIRECTIONS For Against Abstain * *X99999999999* X99999999999 ACN 113 252 234 YOUR NAME AND ADDRESS This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. DEFAULT TO CHAIRMAN OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form. VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the ?rst Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certi?ed photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the of?ce held by signing in the appropriate place. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate “Certi?cate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certi?cate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au. LODGEMENT OF A PROXY FORM This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am (AEDT) on Monday, 14 February 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or: ? ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identi?er” - Securityholder Reference Number (SRN) or Holder Identi?cation Number (HIN). BY MOBILE DEVICE Our voting website is designed speci?cally for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identi?er and postcode for your shareholding. QR Code To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. ? BY MAIL CardieX Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia ? BY FAX +61 2 9287 0309 ? BY HAND delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150 *During business hours Monday to Friday (9:00am - 5:00pm) IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE. HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
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