25 Nov

Notice of Annual General Meeting/Proxy Form

Notice of Annual General Meeting [Reverse Corp Limited’s 2021 Annual Report is now available online at the following website: http:// www.reversecorp.com.au/shareholder/annual-report] NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of REVERSE CORP LIMITED ABN 16 085 949 855 ("Company") will be held virtually via a webinar conferencing facility at 11:00am (AEDT) on Thursday 23rd December 2021 ("Annual General Meeting", "AGM" or "Meeting"). Business 1. RECEIPT OF ACCOUNTS AND REPORTS To receive and consider the Financial Report and the Reports of the Directors and the Auditor in respect of the year ended 30 June 2021. TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING ORDINARY RESOLUTIONS: 2. ADOPTION OF THE REMUNERATION REPORT “That the Remuneration Report for the year ended 30 June 2021 be adopted.” 3. ELECTION OF DIRECTOR – MR GABRIEL RADZYMINSKI “That Mr Gabriel Radzyminski, who as appointed by the Board as a Director on 11 August 2021 and retires at this meeting in accordance the Constitution of the Company, and being eligible, for election, be elected as a Director of the Company” 4. ELECTION OF DIRECTOR - MR JAMES CHIRNSIDE “That Mr James Chirnside, who as appointed by the Board as a Director on 11 August 2021 and retires at this meeting in accordance the Constitution of the Company, and being eligible, for election, be elected as a Director of the Company” 5. ELECTION OF DIRECTOR - MR DION SOICH “That Mr Dion Soich, who as appointed by the Board as a Director on 11 August 2021 and retires at this meeting in accordance the Constitution of the Company, and being eligible, for election, be elected as a Director of the Company” 6. CONDITIONAL SPILL RESOLUTION "That subject to and conditional on at least 25% of the votes cast on item 2 being cast against the adoption of the Company's Remuneration Report: (a) another meeting of the Company's shareholders (the Spill Meeting) be held within 90 days of the date of this Meeting; (b) all of the Company's Directors in office, when the resolution to make the Remuneration Report to be considered at this Meeting was passed, and who continue in office, cease to hold office immediately before the end of the Spill Meeting; (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to vote at the Spill Meeting" General The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains uncertain, based upon the best information available to the Company at the time of preparing the Notice of Annual General Meeting (Notice), the Company intends to conduct a poll on the resolution in the Notice using the proxies filed prior to the Meeting. Shareholders attending the AGM virtually are asked to dial-in 15 minutes prior to the start of the Meeting to allow the Company to take your details. The virtual meeting can be attended using the following details: The live webcast can be attended using the following details: Register in advance for this meeting: https://us06web.zoom.us/meeting/register/ tZUscOirrTMvGNQhhnrHuFCcyA8BlB71MjrR After registering, you will receive a confirmation email containing information about joining the meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. Proxies A member entitled to attend and vote at the Annual General Meeting may appoint a proxy and, if entitled to cast two or more votes, is entitled to appoint two proxies. Where two proxies are appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. In the absence of any appointment of voting rights, each proxy shall be taken to be able to exercise 50 percent of the member’s voting rights. A proxy need not be a member of the Company. A member may appoint an individual or a body corporate to act as its proxy. If a body corporate is appointed as proxy, the body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the meeting. Unless instructed otherwise, the Chairman intends to vote proxies in favour of the resolutions before the meeting. By order of the Board Dion Soich Company Secretary 22 November 2021 PAGE 2 Explanatory Memorandum This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the Annual General Meeting and forms part of the Notice of Meeting. 1. Financial Statements and Member Questions T he Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ended 30 June 2021 will be laid before the meeting. These reports are contained in the Company’s Annual Report which is available at www. reversecorp.com.au/shareholder/annual- report. There is no requirement for members to approve these reports. However, the Chairman will allow a reasonable opportunity for members to ask questions or make comments about the reports. Members will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report. 2. Remuneration Report I t is a requirement under the Corporations Act 2001 that the Directors’ Report (as contained in the 2021 Annual Report) include a Remuneration Report that discloses information with respect to the Company’s remuneration policy and details of the remuneration of Company officers and executives. The Remuneration Repor t is set out on pages 8 to 9 of the Directors’ Report in the Company’s 2021 Annual Report. The report: • explains the Company’s remuneration framework for its executives; • discusses how the remuneration framework aligns reward with achievement of key financial objectives and creation of value for shareholders; • sets out remuneration details for each Director, the Company’s other key management personnel and five highest paid executives; • provides details on all equity instruments provided as remuneration to each Director and the Company’s other key management personnel and five highest paid executives. The Corporations Act 2001: • requires that a resolution that the Remuneration Report be adopted must be put to the vote at the company’s Annual General Meeting; and • provides that the vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity to ask questions and make comments on the Remuneration Report at the Meeting. Under recent amendments to the Corporations Act 2001 listed companies that receive 25 per cent or more ‘no’ votes on the resolution for the adoption of Remuneration Report in two consecutive years must put to shareholders a board ‘spill resolution’ at the AGM where the second ‘no’ vote is received. In the scenario where a spill resolution is carried, existing directors (other than the Managing Director) would be required to resign and stand for re-election at a meeting of shareholders (Spill Meeting) unless the directors have been replaced by new directors. Notice of Annual General Meeting The Board recommends that shareholders vote in favour of this Resolution. The Chairman of the Meeting intends to vote all available proxies to the extent expressly authorised in favour of this Resolution. Voting exclusion statement T he Company will disregard any votes cast on Item 2 by the Directors and their associates and other Key Management Personnel (KMP) (being persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly) and each of their closely related parties (including spouses, children, dependants or other family members, and companies controlled by the KMP). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or if it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form. 3. Election of Director – Mr Gabriel Radzyminski Mr Gabriel Radzyminski retires in accordance to and offers himself for election as a Non-Executive Director. Mr Radzyminski is the founder and Managing Director of Sandon Capital Pty Ltd, a boutique investment management and advisory firm. He is Chairman of Sandon Capital Investments Limited and a non-executive director of Future Generation Investment Fund Limited. The Board recommends the election of Mr Radzyminski. The Chairman of the meeting intends to vote undirected proxies in favour of this resolution. 4. Election of Director – Mr James Chirnside Mr James Chirnside retires in accordance to and offers himself for election as a Non-Executive Director. Mr Chirnside has worked in financial markets for 32 years mostly as an equities fund manager across a broad range of markets and sectors. James is also a director of Dart Mining NL (DTM), WAM Capital Limited (WAM), Mercantile Investment Company Ltd (MVT), and Ask Funding Ltd (ASK). The Board recommends the election of Mr Chirnside. The Chairman of the meeting intends to vote undirected proxies in favour of this resolution. 5. Election of Director – Mr Dion Soich Mr Dion Soich retires in accordance to and offers himself for election as a Non-Executive Director. Mr Soich is Reverse Corp’s Company Secretary and former Chief Financial Officer. He is currently the Company Secretary of unlisted fintech Cherry Hub Pty Ltd, unlisted online retailer Uturn Digital Pty Ltd and director of Zapaygo Australia. The Board recommends the election of Mr Soich. The Chairman of the meeting intends to vote undirected proxies in favour of this resolution. REF PRX2101N *REF PRX2101N* I/We being a member(s) of Reverse Corp Limited and entitled to attend and vote hereby appoint: PROXY FORM STEP 1 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 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 poll and your votes will not be counted in computing the required majority on a poll. ? 2 Adoption of the Remuneration Report 3 Election of Director – Mr Gabriel Radzyminski Resolutions VOTING DIRECTIONS For Against Abstain * 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 Annual General Meeting of the Company to be held at 11:00am (AEDT) on Thursday, 23 December 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted virtually over Zoom: https://us06web.zoom.us/meeting/register/tZUscOirrTMvGNQhhnrHuFCcyA8BlB71MjrR (refer to details in the Notice of Meeting). Important for Resolutions 2 and 6: : If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 2 and 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2 and against Resolution 6. APPOINT A PROXY the Chairman of the Meeting (mark box) Name Email OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your appointed proxy with details on how to access the virtual meeting. 4 Election of Director - Mr James Chirnside 5 Election of Director - Mr Dion Soich 6 Conditional Spill Resolution For Against Abstain * LODGE YOUR VOTE ? ONLINE www.linkmarketservices.com.au ? BY MAIL Reverse Corp 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 Level 12, 680 George Street, Sydney NSW 2000 ? ALL ENQUIRIES TO Telephone: +61 1300 554 474 ABN 16 085 949 855 HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM 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 and email address 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, including where the Resolution is connected directly or indirectly with the remuneration of KMP. 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 virtually the appropriate “Certi?cate of Appointment of Corporate Representative” must be received at vote@linkmarketservices.com. au prior to admission in accordance with the Notice of Annual General 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 11:00am (AEDT) on Tuesday, 21 December 2021, 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 MAIL Reverse Corp 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* Level 12 680 George Street Sydney NSW 2000 * During business hours (Monday to Friday, 9:00am–5:00pm)
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