Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
QuickFee Limited (ACN: 624 448 693) 1
ASX Release | 16 October 2026
Notice of Annual General Meeting and
Proxy Form
QuickFee Limited (ASX: QFE) (“QuickFee”, “Company”) advises that the 2026 Annual General Meeting
will be held at 12:00pm (AEDT) on Tuesday, 17 November 2026 at QuickFee - Level 4, Suite 4.07, 10
Century Circuit, Norwest NSW 2153.
In accordance with Listing Rule 3.17, attached are the following documents:
Letter to Shareholders;
Notice of Annual General Meeting; and
Proxy Form.
This announcement has been authorised for release by the Company Secretary.
— END —
For further information please contact:
Corporate: Bruce Coombes, CEO Investors: Katie Mackenzie
P: +61 2 8090 7700 P: +61 455 502 197
E: bruce.coombes@quickfee.com E: kmackenzie@belleviewir.com.au
QuickFee Limited (ACN: 624 448 693) 2
ABOUT QUICKFEE
QuickFee (ASX: QFE) is a market leader in the high-margin, B2B fee-funding industry for accounting and legal
profession across Australia and the United States. Our mission is to help professional service firms get paid faster.
Since 2009, QuickFee has been transforming how accounting and legal firms manage cash flow by offering flexible
financing options that meet the needs of our firms and their clients. QuickFee ensures firms are paid on time while
giving their clients the flexibility to access our firms' services. Through the QuickFee platform, firms can offer
clients multiple secure online payment options - including payment plans over 3-12 months - allowing clients to pay
at their own pace while firms receive payment upfront and in full.
QuickFee operates a mature, profitable business in Australia with steady growth and an expanding loan book in
legal disbursement funding for personal injury firms. In the United States, QuickFee has an established business
with significant opportunity to accelerate its proven growth and strengthen its leadership in lending to accounting
firms, supported by a new reseller agreement with a major payments provider.
QuickFee's scalable business model requires minimal ongoing product development and capital expenditure.
Backed by an experienced Board and management team with strong investor alignment, QuickFee is well-
positioned for continued growth and long-term value creation.
For more information, please visit quickfee.com or the QuickFee investor hub at investorhub.quickfee.com.
QuickFee Limited (ASX: QFE)
Suite 4.07, 10 Century Circuit
Norwest NSW 2153 Australia
p : +61 2 8090 7700
w : quickfee.com
e : info@quickfee.com
QuickFee Limited (ACN: 624 448 693)
Noticeof AnnualGeneral Meeting
QuickFeeLimited (ASX: QFE)(“QuickFee”) advises that notice is hereby given thatthe 2026 AnnualGeneral
Meeting (“AGM”) of QuickFee will be held at:
Time 12:00 pm (AEDT)
Date Tuesday, 17 November 2026
Place QuickFee – Level 4, Suite 4.07, 10 Century Circuit, Norwest NSW 2153
Live webcast QuickFee will enable shareholders to access a live webcast of the AGM
online. Details of the live webcast will be announced on the ASX closer
to the AGM date.
Please note, online access via the webcast will not be deemed
attendance at the AGM under ASIC’s AGM guidelines.
Shareholders who wish to exercise their rights should vote via proxy or
in person.
In accordance with the Corporations Act 2001 (Cth) as amended by the Treasury Laws Amendment (2021
Measures No. 1) Act 2021 (Cth), QuickFee will not be dispatching physical copies of the notice of meeting.
Instead, the notice of meeting is being made available to shareholders electronically.
This means that:
You can access the notice of meeting online at quickfee.com/investors/announcements/ or at
our share registry’s website investorserve.com.au by logging in and selecting “Company
Announcements” from the main menu.
A complete copy of the notice of meeting has been posted to the QuickFee’s ASX “market
announcements” page.
If you have provided an email address and have elected to receive electronic communications
from QuickFee, you will receive an email to your nominated email address with a link to an
electronic copy of the notice of meeting and the proxy form.
If you are unable to access the notice of meeting online, please contact our share registry Boardroom
Pty Limited on enquiries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600
(outside Australia) between 8:30 am and 5:30 pm (AEDT), Monday to Friday, to arrange a copy.
Yours sincerely,
David Hwang
Company Secretary
QuickFee Limited
NOTICE OF
ANNUAL GENERAL MEETING 2026
QuickFeehelpsprofessionalsaccelerateAccountsReceivable
andgrowtheirbusiness.
QuickFee Limited | ACN 624 448 693
NOTICE OF
ANNUAL GENERAL MEETING 2026
Notice is given that the Meeting will be held at:
Time: 12:00 pm (AEDT)
Date: Tuesday, 17 November 2026
Place: QuickFee – Level 4, Suite 4.07, 10 Century Circuit, Norwest NSW 2153
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their professional advisors prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered
Shareholders at 7:00 pm (AEDT) on Friday, 13 November 2026.
QuickFee Limited (ACN: 624 448 693) 1
Livewebcast
The Company is pleased to provide Shareholders with the opportunity to attend the Meeting through a
live online webcast. The live webcast of the Meeting will be available via Microsoft Teams. Details of the
live webcast will be announced on the ASX closer to the Meeting date.
The business of the Meeting affects your shareholding and your vote is important. To vote in person,
attend the Meeting on the date and at the place set out above. All resolutions will be decided on a poll.
The poll will be conducted based on votes submitted by proxy and at the Meeting.
Shareholders will not be able to vote or ask questions in real time on the webcast. If you are planning to
watch the webcast, you are encouraged to submit a proxy and any questions in advance of the Meeting.
Please refer to the enclosed Proxy Form for instructions on how to lodge your proxy vote.
To submit questions for the Board, management, or our external auditor in advance of the Meeting,
please email the questions to investors@quickfee.com by no later than 5:00 pm (AEDT) on Tuesday, 10
November 2026.
QuickFee Limited (ACN: 624 448 693) 2
BusinessoftheMeeting
A. Considerationofreports
The first item of business is to receive and consider the annual report, comprising the financial
statements, the Directors’ report, and the independent auditor’s report of the Company for the financial
year ended 30 June 2026 (2026 Annual Report).
All Shareholders can view the 2026 Annual Report on the Company’s website at
https://quickfee.com/investors/annual-half-year-reports/.
B. Questionsandcomments
Following consideration of the 2026 Annual Report, the Chair will give Shareholders a reasonable
opportunity to ask questions about and make comments on the business of the Meeting, the
management of the Company or about the Company generally.
The Company’s external auditor for the period ended 30 June 2026, William Buck Audit (Vic) Pty Ltd
(Auditor), will attend the Meeting and there will be a reasonable opportunity for Shareholders to ask the
Auditor questions relevant to:
(a) the conduct of the audit;
(b) the preparation and content of the independent auditor’s report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
(d) the independence of the auditor in relation to the conduct of the audit.
The Chair will also give the auditor a reasonable opportunity to answer written questions submitted by
Shareholders that are relevant to the content of the independent auditor’s report or the conduct of the
audit.
QuickFee Limited (ACN: 624 448 693) 3
C.Itemsforapproval
Resolution 1 – Adoption of remuneration report
To consider and, if thought fit, to pass, with or without amendment, the following as a non-binding
resolution of the Company:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is
given for the adoption of the remuneration report as contained in the Company’s annual financial report for
the financial year ended 30 June 2026.”
The remuneration report is contained in the 2026 Annual Report (available at
https://quickfee.com/investors/annual-half-year-reports/).
Please note that, in accordance with section 250R(3) of the Corporations Act, the vote on this resolution
is advisory only and does not bind the Directors or the Company.
Voting exclusion:
The Company will disregard any votes cast on this resolution by, or on behalf of, the following persons:
a member of the Key Management Personnel (KMP) whose remuneration details are included in
the remuneration report of the Company for the year ended 30 June 2026; or
a Closely Related Party of such a KMP (including close family members and companies the KMP
controls); or
a person voting as proxy for a member of the KMP or any of their Closely Related Parties.
However, this does not apply to a vote cast in favour of the resolution by:
a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way; or
the Chair as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with an express authorisation in the proxy appointment to cast votes even if the
resolution is connected directly or indirectly with the remuneration of KMP, and in accordance
with a direction given to the Chair to vote on the resolution as the Chair decides.
“Key Management Personnel” and “Closely Related Party” have the same meaning as set out in the
Corporations Act.
Resolution 2 – Re-election of Director – Dale Smorgon
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
“That for the purpose of clause 14.2 of the Company’s Constitution, ASX Listing Rule 14.4 and all other
purposes, Dale Smorgon, a Director, retires by rotation, and being eligible for election, is re-elected as a
Director of the Company.”
QuickFee Limited (ACN: 624 448 693) 4
Resolution 3 – Approval to issue Performance Rights to Bruce Coombes
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of
750,000 Performance Rights to Bruce Coombes under the QuickFee Performance Rights and Option Plan
(PROP) on the terms and conditions set out in the Explanatory Statement which accompanies and forms
part of this Notice of Meeting.”
Voting exclusion:
The Company will disregard any votes cast on this resolution by or on behalf of:
a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 (including Bruce Coombes and
each other Director of the Company) who are eligible to participate in the QuickFee PROP,
and/or an associate of that person or those persons; or
a member of the Key Management Personnel as at the time the resolution is voted on at the
Meeting or any of their Closely Related Parties, as a proxy.
However, this does not apply to a vote cast in favour of the resolution by:
a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way;
the Chair as proxy or attorney for a person who is entitled to vote on the resolution in
accordance with an express authorisation in the proxy appointment to cast votes even if the
resolution is connected directly or indirectly with the remuneration of Key Management
Personnel, and in accordance with a direction given to the Chair to vote on the resolution as the
Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
the beneficiary provides written confirmation by 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
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
QuickFee Limited (ACN: 624 448 693) 5
Resolution 4 – Approval of additional share issue capacity under ASX Listing
Rule 7.1A
To consider and, if thought fit, pass the following as a special resolution of the Company:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the
Shareholders of the Company approve the issue up to that number of Equity Securities equal to
10% of the issued capital of the Company at the time of the issue, calculated in accordance with
the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set
out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”
Voting exclusion:
Note: As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities
under Listing Rule 7.1A.2. On that basis, no Shareholders are excluded from voting.
Dated: 16 October 2026
By order of the Board
Dale Smorgon
Non-Executive Chair
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary via email on Meetings@confidantpartners.com.au or phone + 61 0 433 292 290.
QuickFee Limited (ACN: 624 448 693) 6
Entitlementtoattendandvote
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has
determined that persons who are registered holders of Shares of the Company as at 7:00 pm (AEDT) on
Friday, 13 November 2026 will be entitled to attend and vote at the Meeting as a Shareholder.
If more than one joint holder of shares is present at the Meeting (whether personally, by proxy or by
attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears
first on the register will be counted.
Voting at the Meeting
In accordance with clause 13.16(a) of the Company’s Constitution, and notwithstanding clause 13.14 of the
Company’s Constitution, voting on all resolutions will be conducted by way of a poll.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with Section 249L of the Corporations Act, Shareholders are advised that:
each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the member
appoints two (2) proxies and the appointment does not specify the proportion or number of the
member’s votes, then in accordance with Section 249X(3) of the Corporations Act, each proxy
may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote
the proxies as directed.
To be effective, the proxy must be received at the share registry of the Company no later than 12:00 pm
(AEDT) on Sunday,15 November 2026. Proxies must be received before that time by one of the following
methods:
Online (preferred): http://www.votingonline.com.au/qfeagm2026
By post: QuickFee Limited
C/- Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
Australia
By facsimile: +61 (0)2 9290 9655
By delivery in person:
(during business hours
only)
Boardroom Pty Limited
Level 8, 210 George Street
Sydney NSW 2000
Australia
To be valid, a Proxy Form must be received by the Company in the manner stipulated above. The
Company reserves the right to declare invalid any proxy not received in this manner.
QuickFee Limited (ACN: 624 448 693) 7
Power of attorney
A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a
certified copy of that power of attorney or other authority) must be received by the Company no later
than 12:00 pm (AEDT) on Sunday, 15 November 2026.
Corporate representatives
A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint
any person to act as its representative at the Meeting. The appointment of the representative must
comply with the requirements under section 250D of the Corporations Act. The representative should
bring to the Meeting a properly executed letter or other document confirming its authority to act as the
company’s representative. A “Certificate of Appointment of Corporate Representative” form may be
obtained from the Company’s share registry or online at www.boardroomlimited.com.au.
IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by
default, and you do not direct your proxy how to vote on Resolutions 1 and 3, then by submitting the Proxy
Form you will be expressly authorising the Chair to exercise your proxy on the relevant resolution(s), even
though the resolutions are connected, directly or indirectly, with the KMP.
Shareholder questions
Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance
are invited to do so.
To submit questions for the Board or management in advance of the Meeting, please email the questions
to investors@quickfee.com. This includes any questions for the Chair or William Buck Audit (Vic) Pty Ltd
(our external auditor).
To allow time to collate questions and prepare answers, please submit any questions by 5:00 pm (AEDT)
on Tuesday, 10 November 2026. Questions will be collated and, during the Meeting, the Chair will seek to
address as many of the more frequently raised topics as possible. However, there may not be sufficient
time available at the Meeting to address all topics raised. Please note that individual responses will not
be sent to Shareholders.
Enclosures
Enclosed are the following documents:
a Proxy Form to be completed if you would like to be represented at the Meeting by proxy.
Shareholders are encouraged to use the online voting facility that can be accessed on
QuickFee’s share registry’s website at http://www.votingonline.com.au/qfeagm2026 to ensure
the timely and cost-effective receipt of your proxy; and
a reply paid envelope for you to return the Proxy Form.
QuickFee Limited (ACN: 624 448 693) 8
ExplanatoryStatement
This Explanatory Statement has been prepared to provide information which the Directors believe to be
material to Shareholders in deciding whether or not to pass the resolutions.
1 Resolution 1 – Adoption of remuneration report
1.1 General
Section 250R(2) of the Corporations Act requires that the section of the Directors’ report dealing
with the remuneration of Directors and KMP of the Company (remuneration report) be put to the
vote of Shareholders for adoption by way of a non-binding vote. The vote on this Resolution 1 is
advisory only and does not bind the Directors or the Company. However, the Board will take the
outcome of the vote into account in setting remuneration policy for future years.
The remuneration report sets out the Company’s remuneration arrangements for the Directors
and senior management of the Company. The remuneration report is part of the Directors’
report contained in the annual financial report of the Company for a financial year.
Shareholders can view the full remuneration report in the 2026 Annual Report which is available
on QuickFee’s website at https://quickfee.com/investors/annual-half-year-reports/.
Following consideration of the remuneration report, the Chair of the Meeting will give
Shareholders a reasonable opportunity to ask questions about, or make comments on, the
remuneration report.
1.2 Board recommendation
The Directors abstain, in the interests of good governance, from making a recommendation in
relation to this Resolution 1.
1.3 Voting exclusion statement
A voting exclusion applies to Resolution 1 as set out on page 3 of this Notice.
1.4 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another
meeting of shareholders to consider the appointment of Directors of the company (Spill
Resolution) if, at consecutive Meetings, at least 25% of the votes cast on a remuneration report
resolution are voted against adoption of the remuneration report and at the first of those
Meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to
vote at the second of those Meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a
shareholder meeting (Spill Meeting) within 90 days of the second Meeting.
All of the Directors of the Company who were in office when the Directors’ report (as included in
the Company’s annual financial report for the most recent financial year) was approved, other
than the Managing Director of the Company (if any), will cease to hold office immediately before
the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as Directors of the
Company is approved will be the Directors of the company.
QuickFee Limited (ACN: 624 448 693) 9
2 Resolution 2 – Re-election of Director – Dale Smorgon
2.1 General
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of
directors at each annual general meeting. The Constitution sets out the requirements for
determining which Directors are to retire by rotation at an annual general meeting.
Dale Smorgon, who has served as a Director since 15 February 2018, retires by rotation and seeks
re-election.
Dale Smorgon has held senior executive positions in a range of companies for over 23 years,
including more than 10 years with Inmatrix, acquired in 2010 by SunGard Data Systems (now FIS).
Inmatrix delivered credit risk analytics and software solutions to major financial institutions and
professional firms in Australia and the United States.
Dale has been a director of QuickFee Australia Pty Ltd since 1 June 2012 and provides his
experience and important strategic direction to the business. Dale is currently the Chief
Executive Officer of Innovative Retail Pty Ltd, which delivers premium family entertainment
experiences within shopping malls. Dale does not currently hold any other public company
directorships.
Dale currently serves as the Chair of the Board, Chair of the audit and risk committee and is a
member of QuickFee’s remuneration and nomination committee.
If re-elected the Board does not consider Dale Smorgon will be an independent Director.
2.2 Board recommendation
The Board (excluding Dale Smorgon) supports the re-election of Dale Smorgon and unanimously
recommends Shareholders vote in favour of this Resolution 2.
QuickFee Limited (ACN: 624 448 693) 10
Resolution 3 – Approval to issue Performance Rights to Bruce Coombes
3.1 General
The Company has an existing employee incentive scheme called the QuickFee Performance
Rights and Option Plan (PROP), under which certain eligible employees and Directors of the
Company (Eligible Participants) may be granted Performance Rights and Options from time to
time.
The PROP was adopted prior to QuickFee listing on the ASX in July 2019 and relies on the former
exception to ASX Listing Rule 7.2, Exception 13(a), available in respect of an employee incentive
scheme established before a listed entity was listed. A minor amendment to the PROP was made
as at 8 November 2021 to facilitate employees electing to receive some or all of their short term
incentive awards or other bonus or salary payments in the form of performance rights or options
under the PROP where invited to do so by the Company. A further minor amendment to the PROP
was made as at 9 September 2023 for changes to the Corporations Act 2001 (Cth) (“Act”) and to
address the requirements of Division 1A of Part 7.12 of the Act.
The summary of the material terms of the PROP is set out in the explanatory notes to Resolution
3 below and in Annexure A, and a copy of the rules of the PROP is available upon request from the
Company.
Resolution 3 seeks Shareholder approval to issue to Bruce Coombes, Executive Director of the
Company 750,000 Performance Rights under the PROP.
Bruce Coombes is a Director of the Company and is therefore a related party of the Company for
the purposes of ASX Listing Rule 10.14.1.
The grant of the Performance Rights to Bruce Coombes is proposed following a detailed review
by the Board of his remuneration. Details of his remuneration for the financial year ended 30
June 2026 (FY26) are set out in the remuneration report of the 30 June 2026 Annual Financial
Report of the Company.
In the Board’s view, the Performance Rights being granted to Bruce Coombes link the ultimate
value of the Performance Rights to the continued growth of the Company and therefore provide
an incentive for him to ensure the Company continues to deliver sustainable growth. The grant
of the Performance Rights will provide Bruce Coombes, who is considered to be key to the
future success of the Company, with the opportunity to receive new Shares in order to reward
his contributions to the Company achieving the long-term strategic objectives set by the Board
and the overall future success of the Company.
The Performance Rights will be granted as part of Bruce Coombes’ remuneration package for
the financial year ended 30 June 2027 (FY27) under the PROP.
3.2 ASX Listing Rules
ASX Listing Rule 10.14 provides that a listed entity must not permit any of the following persons
to acquire Equity Securities under an employee incentive scheme:
10.14.1 a Director of the entity;
10.14.2 an associate of a Director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in ASX
Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the issue or
agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue of Performance Rights to Bruce Coombes falls within ASX Listing Rule 10.14.1 above
and therefore requires the approval of Shareholders under ASX Listing Rule 10.14.
QuickFee Limited (ACN: 624 448 693) 11
Resolution 3 seeks the required shareholder approval to the issue of Performance Rights under
and for the purposes of ASX Listing Rule 10.14.
If Resolution 3 is passed and approval is given for the issue of the Performance Rights under
ASX Listing Rule 10.14, the Company will be able to proceed with the issue of Performance
Rights to Bruce Coombes. Approval will not be required under ASX Listing Rule 7.1, and the issue
of Performance Rights to Bruce Coombes will not count towards the Company’s 15% Placement
Capacity under ASX Listing Rule 7.1 or 10% Placement Capacity under ASX Listing Rule 7.1A.
Separate approval will also not be required under ASX Listing Rule 10.11 (which provides a
general restriction against issuing securities to Directors without shareholder approval).
If Resolution 3 is not passed, and approval is not given for the issue of the Performance Rights
under ASX Listing Rule 10.14, the Company will not be able to proceed with the issue of
Performance Rights to Bruce Coombes and the Board may consider alternative remuneration
arrangements in lieu of the issue of Performance Rights.
The issue of Performance Rights to Bruce Coombes under this Resolution 3 requires
Shareholder approval under ASX Listing Rule 10.14. Once approved the Performance Rights are
issued under ASX Listing Rule 7.2 exception 14. Any securities issued under ASX Listing Rule 7.2
exception 14 and approved by Shareholder are not included in the maximum number of
securities proposed to be issued under the PROP in accordance with ASX Listing Rule 7.2
exception 13.
3.3 Related Party Approvals
Section 208 of the Corporations Act prohibits the Company from giving a financial benefit to a
related party of the Company unless either the giving of the financial benefit falls within one of
the exceptions to the provisions or shareholder approval is obtained prior to the giving of the
financial benefit.
Section 211 of the Corporations Act provides an exception to the requirement to obtain
shareholder approval for giving a financial benefit to a related party, where the financial benefit
is remuneration to a related party as an officer or employee of a public company (or other
prescribed entity) and where to give the remuneration would be reasonable given the
circumstances of the public company (or entity giving the remuneration) and the related party’s
circumstances (including the responsibilities involved in the office or employment).
The Company considers that the exception in Section 211 of the Corporations Act applies to the
proposed grant of Performance Rights under the PROP under Resolution 3 given the
circumstances of the Company and the circumstances of Bruce Coombes.
3.4 Key terms of the proposed grant of Performance Rights
The Performance Rights to be granted to Bruce Coombes will be subject to continuous tenure.
Vesting will occur in accordance with the following schedule and other vesting conditions:
FY27 LTI Performance rights Earliest Vesting date Expiry
750,000 Performance Rights Upon Board approval of
FY27 financial results
31 August 2027
The FY27 LTI Performance Rights are to be granted to Bruce Coombes as part of the Company’s
Long Term Incentive (LTI) Plan for executives
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