Notice of Annual General Meeting
Released
Released
Announcement PDF
SPORTSHERO LIMITED
ACN 123 423 987
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 12:00 pm (AEDT)
DATE: Thursday, 26 November 2026
PLACE: The offices of Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
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 advisers 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 24 November 2026.
5111-0389139373 1
B U S I N ES S OF TH E M EE T I N G
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year
ended 30 June 2026 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a non-binding resolution:
“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.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR STRATOS KAROUSOS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all
other purposes, Mr Stratos Karousos, a Director, retires by rotation, and being eligible,
is re-elected as a Director.”
4. RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES TO MR DUANE MUTU
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 2,000,000 Shares to Mr Duane Mutu (or his nominee(s)) on the terms
and conditions set out in the Explanatory Statement.”
5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO MR STRATOS KAROUSOS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is
given for the Company to issue 564,175 Shares to Mr Stratos Karousos (or his
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is
given for the Company to issue up to that number of Equity Securities equal to 10%
of the issued capital of the Company at the time of issue, calculated in accordance
with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and
conditions set out in the Explanatory Statement.”
7. RESOLUTION 6 – AMENDMENT TO CONSTITUTION – PROPORTIONAL TAKEOVER PROVISIONS
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of sections 136(2) and 648G of the Corporations Act and for
all other purposes, approval is given for the Company to amend its Constitution by
inserting the proportional takeover approval provisions in the form set out in
Schedule 1 as clause 36 of the Constitution.”
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Dated: 28 October 2026
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Voting Prohibition Statements
Resolution 1 – Adoption
of Remuneration Report
In accordance with sections 250BD(2) and 250R of the Corporations
Act, a vote on this Resolution must not be cast:
(a) by or on behalf of a member of the Key Management Per-
sonnel, details of whose remuneration are included in the
Remuneration Report, or a Closely Related Party of such a
member, regardless of the capacity in which the vote is
cast; or
(b) as a proxy by a member of the Key Management Personnel
at the date of the Meeting, or their Closely Related Parties.
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) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) 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 4 – Approval
to issue Shares to Mr
Stratos Karousos
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to
vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly
or indirectly with remuneration of a member of the Key Man-
agement Personnel.
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 3 – Ratification
of issue of Shares to Mr
Duane Mutu
Mr Duane Mutu (or his nominee(s)) or any other person who
participated in the issue or an associate of that person or those
persons.
Resolution 4 – Approval
to issue Shares to Mr
Stratos Karousos
Mr Stratos Karousos (or his nominee(s)) and any other person who will
obtain a material benefit as a result of the proposed issue (except a
benefit solely by reason of being a holder of ordinary securities in the
Company) or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a 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
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair
decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is
not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
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 or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two 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.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you
have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment
unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case,
the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at
the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but
representatives from the Company will need to verify your identity.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 419 255 305.
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E X PL A N A T O R Y S T A T EM E N T
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. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual financial report of the Company for the financial year
ended 30 June 2026 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report
is available on its website at asx.sportshero.live.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a
resolution that the remuneration report be adopted must be put to the shareholders.
However, such a resolution is advisory only and does not bind the company or the directors
of the company.
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.
The chair of the meeting must allow a reasonable opportunity for shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.
2.2 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 annual general 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 annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those annual general
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 annual
general 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, 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.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than 25%.
Accordingly, the Spill Resolution is not relevant for this Meeting.
2.4 Voting prohibition statement
A voting prohibition statement applies to this Resolution.
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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR STRATOS KAROUSOS
3.1 General
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.
Mr Karousos, who has held office without re-election since 29 November 2024 and being
eligible retires by rotation and seeks re-election.
Further information in relation to Mr Karousos is set out below.
3.2 Qualifications, experience and other material directorships
Qualifications, experi-
ence and other mate-
rial directorships
Mr Karousos is the holder of a Bachelor of Laws (University of
Technology, Sydney) and Master of Commerce (University of
New South Wales).
Mr Karousos is an experienced director and senior executive
with deep corporate and legal experience gained mostly in
Australia, Asia, Europe and the United States.
Stratos is currently the Non-Executive Director and Chairman of
document automation and AI company Tensis, Chief Commer-
cial Officer of productivity tool and workflow group espresso
Displays and the Chief Strategy Officer of aquaculture and ag-
riculture biotechnology group Genics.
He has previously held positions as non-executive director of
ASX listed technology companies (including Nightingale Intelli-
gence Systems (ASX:NGL)), CEO and director of an ASX listed
company and has held senior roles in global organisations (in-
cluding Baker McKenzie).
Term of office Mr Karousos has served as a Director since 13 October 2022
and was last re-elected on 29 November 2024.
Independence If re-elected, the Board considers that Mr Karousos will be an
independent Director.
Board recommenda-
tion
Having received an acknowledgement from Mr Karousos that
they will have sufficient time to fulfil their responsibilities as a
Director and having reviewed the performance of Mr Karousos
since their appointment to the Board and the skills, knowledge,
experience and capabilities required by the Board, the
Directors (other than Mr Karousos) recommend that
Shareholders vote in favour of this Resolution.
3.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Karousos will be re-elected to the Board as non-executive
Director and Chair of the Company.
If this Resolution is not passed, Mr Karousos will not continue in his role as non-executive
Director and Chair of the Company. The Company may seek nominations or otherwise
identify suitably qualified candidates to join the Board. As an additional consequence, this
may detract from the Board and the Company’s ability to execute on its strategic vision.
4. RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES TO MR DUANE MUTU
4.1 Background
On 9 July 2026, the Company announced the appointment of Mr Duane Mutu as Gaming
and Product Strategy Advisor to the Company under an advisory agreement which
provided for the issue of up to 8,000,000 Shares to Mr Mutu upon the achievement of
performance milestones linked to the Company’s commercial outcomes.
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On 4 September 2026, the Company announced that Mr Mutu had been appointed as
the Company’s Vice President of Business Development and Gaming under an
employment agreement (Employment Agreement). The performance milestones under
the advisory agreement were carried over into the Employment Agreement.
The performance milestones under the Employment Agreement, and the number of Shares
issuable upon achievement of each milestone, are summarised below.
PERFORMANCE HURDLE ENTITLEMENT
Upon achieving $2.5 million revenue in any 6-month period 1,000,000 fully paid
ordinary shares
Upon achieving EBIT of $1.0 million in any 6-month period 1,000,000 fully paid
ordinary shares
Upon achieving $7.5 million revenue in any 6-month period 2,500,000 fully paid
ordinary shares
Secure Tier 1 Game Publisher Partnerships (up to 5)
Upon the Company executing a binding commercial
agreement (distribution, publishing, licensing, or platform
integration agreement) with a Tier 1 Game Publisher, as
defined below, resulting in the publisher’s game(s) or
content being made available for distribution, monetisation,
or promotion via the HeroPlay platform.
A Tier 1 Game Publisher means a game publisher or
developer that, as at the date of execution of the relevant
agreement, satisfies at least one of the following:
(a) generated global annual gaming revenue of no
less than USD 100 million in its most recently
completed financial year (per publicly available
financial statements, Sensor Tower, data.ai, or
Newzoo reporting);
(b) is listed on a recognised stock exchange with a
market capitalisation exceeding USD 500 million;
(c) has at least one title ranked in the global Top 50
grossing mobile games (per Sensor Tower or
data.ai) in the 12 months preceding execution; or
(d) is otherwise resolved by the Board, by majority vote
prior to execution of the relevant agreement, to
be of equivalent strategic or commercial
significance to the Company’s Southeast Asian
market strategy, notwithstanding that it may not
satisfy paragraphs (a) to (c).
500,000 fully paid
ordinary shares per Tier
1 Game Publisher, up to
a maximum of
2,500,000 fully paid
ordinary shares
Upon the Company executing a binding supply or reseller
agreement with a Voucher Supplier, as defined below,
enabling the Company to sell Premium Brand Digital
Vouchers directly to consumers via the Company’s own
digital web store.
A Voucher Supplier means a distributor, aggregator, or
brand owner able to supply digital vouchers, gift cards,
game credits, or top-ups to the Company on wholesale or
reseller terms for resale via the Company’s own digital web
store.
A Premium Brand Digital Voucher means a digital gift card,
prepaid voucher or top-up credit for a globally recognised
consumer brand or platform, being a brand with active
consumer demand and broad retail recognition in the
Company’s target markets.
1,000,000 fully paid
ordinary shares
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PERFORMANCE HURDLE ENTITLEMENT
This milestone is met only once the relevant supply or reseller
agreement(s) collectively enable the Company to offer at
least 3 Premium Brand Digital Vouchers.
On 9 October 2026, the Company announced that the Board had determined that the
following milestones had been achieved, and that 2,000,000 Shares were to be issued to
Mr Mutu in satisfaction of those milestones:
(a) entering into two Tier 1 Game Partnership agreements; and
(b) entering into one voucher Supplier agreement.
The Shares were issued on 12 October 2026 at a deemed issue price of $0.049 per Share,
for a total deemed value of $98,000.
4.2 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue
of 2,000,000 Shares to Mr Mutu (or his nominee(s)) on 12 October 2026 in satisfaction of the
performance milestones described in Section 4.1. The Shares were issued pursuant to the
Company’s capacity under Listing Rule 7.1.
4.3 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount
of equity securities that a listed company can issue without the approval of its shareholders
over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the
start of that 12 month period.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing
Rule 7.1, reducing the Company’s capacity to issue further equity securities without
Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of
the issue.
4.4 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity
securities after it has been made or agreed to be made. If they do, the issue is taken to
have been approved under Listing Rule 7.1 and so does not reduce the company’s
capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues under
Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to
Listing Rule 7.4 for the issue.
4.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit
in Listing Rule 7.1, effectively increasing the number of equity securities the Company can
issue without Shareholder approval over the 12 month period following the date of the
issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the
Company can issue without Shareholder approval over the 12 month period following the
date of the issue.
4.6 Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
The Shares were issued to Mr Duane Mutu, the Company’s
Vice President of Business Development and Gaming. Mr
Mutu is not a related party of the Company.
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REQUIRED INFORMATION DETAILS
which those persons were
identified/selected
The Company confirms that no Material Persons were issued
more than 1% of the issued capital of the Company.
Number and class of
Securities issued
2,000,000 Shares were issued.
Terms of Securities The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares. The Shares are subject to
voluntary escrow for 12 months from the date of issue.
Date(s) on or by which the
Securities were issued
12 October 2026.
Price or other
consideration the
Company received for the
Securities
The Shares were issued at a nil issue price in satisfaction of
the performance milestones achieved by Mr Mutu under
the Employment Agreement. The deemed issue price of the
Shares was $0.049 per Share.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
The purpose of the issue was to satisfy the Company’s
obligations under the Employment Agreement in respect of
the performance milestones achieved by Mr Mutu and to
incentivise Mr Mutu to drive further growth for the Company.
No funds were raised from the issue.
Summary of material
terms of agreement to
issue
The Shares were issued under the Employment Agreement,
the material terms of which (so far as they relate to the issue
of Shares) are summarised in Section 4.1.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO MR STRATOS KAROUSOS
5.1 Background
On 13 October 2022, the Company appointed Mr Stratos Karousos as a non-executive
Director and Chair of the Company pursuant to a letter of appointment dated 7 October
2022 (Appointment Letter). A summary of the material terms and conditions of the
Appointment Letter is set out below.
(a) (Position/Role): the Company agreed to engage Mr Karousos to act as a non-
executive Director and Chair of the Company.
(b) (Time commitments): Mr Karousos agreed to attend Board meetings, which are
proposed to be held every 6 to 8 weeks.
(c) (Remuneration): the Company agreed to pay Mr Karousos a base cash fee of
$5,000 per month, payable monthly in arrears, and a base Share fee equal to
$40,000 per annum (Karousos Share Fee). The parties agreed that the number of
Shares to be issued in satisfaction of the Karousos Share Fee would be calculated
using the volume weighted average price of Shares on ASX (VWAP) over the
applicable financial year. If Shareholder approval for the issue of Shares in
satisfaction of the Karousos Share Fee is not obtained, the Karousos Share Fee is
payable in cash.
The Appointment Letter is otherwise on terms and conditions considered standard for an
agreement of this nature.
Shareholders approved the issue of Shares to Mr Karousos in satisfaction of the Karousos
Share Fee for the financial year ended 30 June 2025 at the Company’s annual general
meeting held on 27 November 2025, and 2,998,051 Shares were issued to Mr Karousos on
5 December 2025.
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5.2 General
In accordance with the Appointment Letter, the number of Shares to be issued in
satisfaction of the Karousos Share Fee for the financial year ended 30 June 2026 is to be
calculated using the VWAP of Shares on ASX for the period from 1 July 2025 to 30 June
2026. Over this period, the VWAP of Shares was $0.0709 per Share.
Accordingly, this Resolution seeks Shareholder approval for the purposes of Listing Rule
10.11 for the issue of 564,175 Shares to Mr Karousos (or his nominee(s)), being approximately
$40,000 worth of Shares based on the VWAP, in satisfaction of the Karousos Share Fee for
the financial year ended 30 June 2026.
5.3 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that
the public company controls, to give a financial benefit to a related party of the public
company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in
sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
The issue constitutes giving a financial benefit and Mr Karousos is a related party of the
Company by virtue of being a Director.
The Directors (other than Mr Karousos, who has a material personal interest in the
Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations
Act is not required in respect of the issue because the agreement to issue the Shares,
reached as part of Mr Karousos’ remuneration package at the time of his appointment,
constitutes reasonable remuneration in the circumstances for the purposes of section 211
of the Corporations Act and was negotiated on an arm’s length basis.
5.4 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a
listed company must not issue or agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agree-
ment, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agree-
ment, a substantial (10%+) holder in the company and who has nominated a
director to the board of the company pursuant to a relevant agreement
which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing
Rules 10.11.1 to 10.11.4 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 falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in
Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
5.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within one
month after the date of the Meeting (or such later date as permitted by any ASX waiver
or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required
for the issue (because approval is being obtained under Listing Rule 10.11), the issue will
not use up any of the Company’s 15% annual placement capacity.
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If this Resolution is not passed, the Company will not be able to proceed with the issue and
will be required to satisfy the Karousos Share Fee for the financial year ended 30 June 2026
by a cash payment of $40,000 to Mr Karousos.
5.6 Technical information required by Listing Rule 10.13
REQUIRED INFORMATION DETAILS
Name of the person to
whom Securities will be
issued
The Shares will be issued to Mr Stratos Karousos (or his
nominee(s)).
Categorisation under
Listing Rule 10.11
Mr Karousos falls within the category set out in Listing Rule
10.11.1 as he is a related party of the Company by virtue of
being a Director.
Any nominee(s) of Mr Karousos who receive Securities may
constitute ‘associates’ for the purposes of Listing Rule
10.11.4.
Number of Securities and
class to be issued
564,175 Shares will be issued.
Terms of Securities The Shares will be fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Shares within 5 Business
Days of the Meeting. In any event, the Company will not
issue any Securities later than one month after the date of
the Meeting (or such later date to the extent permitted by
any ASX waiver or modification of the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
The Shares will be issued at a nil issue price, in satisfaction of
the Karousos Share Fee of $40,000 for the financial year
ended 30 June 2026 payable to Mr Karousos fo
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