Announcement PDF www.felix.net Unit 1F, 24 Macquarie St, Teneriffe 4005 QLD Felix Group Holdings Ltd (ACN: 159 858 509) ASX Announcement 21 October 2024 Notice of 2024 Annual General Meeting & Voting Form The document attaches copies of: • • Notice of Felix Group Holding Ltd’s 2024 Annual General Meeting; and A sample of the shareholder proxy voting form. Authorised for release by: James Frayne Company Secretary Felix Group Holdings Ltd For further information please contact: Company James Frayne Company Secretary Mobile: +61 401 663 177 Email: investors@felix.net Investors Harry Halstead Vesparum Capital Phone: +61 3 8582 4800 Email: felix@vesparum.com About Felix – see more at felix.net Felix operates a cloud-based enterprise Software as a Service (SaaS) procurement management platform and vendor marketplace. Felix connects contractors and third-party vendors by digitising, automating, and streamlining a range of critical procurement-related business processes – reducing supply chain risk and improving transparency and governance. Notice of Annual General Meeting & Explanatory Statement Felix Group Holdings Limited ACN 159 858 509 To be held at: Virtually - online (including to listen, vote and ask questions online during the meeting): https://meetnow.global/M5ZYXND In person – Thomson Geer, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 To be held on: Commencing at: 21 November 2024 10:00 a.m. AEDT (Melbourne time) More information regarding online participation at the Annual General Meeting (including how to vote and ask questions online during the Annual General Meeting) is available in Section C of this Notice of Annual General Meeting & Explanatory Statement. Important Information This Notice of Annual General Meeting & 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 professional advisors prior to voting. Notice of Annual General Meeting & Explanatory Statement Page 2 Important dates Deadline for lodgement of Proxy Forms for the Annual General Meeting 10:00 a.m. AEDT (Melbourne time) on 19 November 2024 Annual General Meeting 10:00 a.m. AEDT (Melbourne time) on 21 November 2024 Notice of Annual General Meeting & Explanatory Statement Page 3 Letter from the Chair Dear Shareholders, We are pleased to invite you to the Annual General Meeting of Felix Group Holdings Limited ACN 159 858 509 (Company). We are holding the 2024 Annual General Meeting both in person and via a virtual platform. In order to attend, ask questions and vote virtually via the online platform at https://meetnow.global/M5ZYXND please use the following details: • • • Your username is your SRN/HIN. Select your country and if you are an Australian Shareholder, also enter your postcode. Overseas Shareholders should refer to the user guide at https: www.computershare.com.au/virtualmeetingguide. Participating in the Annual General Meeting online enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting. Shareholders may only ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions one week prior to the Annual General Meeting by submitting your question to the Company Secretary, Mr James Frayne, by email at james.frayne@felix.net. Background to the Resolutions In addition to customary resolutions, this Annual General Meeting seeks the approval of Shareholders for: • • the re-election of non-executive Directors, Mr Robert Phillpot and Ms Joycelyn Morton; the issue of Director Options to Director, Mr Michael Bushby, Mr Robert Phillpot, Ms Joycelyn Morton, Mr Michael Trusler and Mr George Rolleston under ASX Listing Rule 10.11; • the issue of Performance Rights to Director, Mr Michael Davis, under ASX Listing Rule 10.14; • the approval to adopt the Felix Incentive Plan under ASX Listing Rule 7.2, Exception 13; and • the additional 10% Placement Facility under ASX Listing Rule 7.1A, (together, the Resolutions). All of the Directors entitled to make a recommendation in respect of a particular Resolution recommend that you vote in favour of adopting that Resolution. With respect to the Annual General Meeting, this booklet contains the following: • The Notice of Meeting for the Annual General Meeting which contains information about the business to be conducted at the Annual General Meeting, including the Resolutions to be put to the Shareholders at the Annual General Meeting (see Section B). • Information explaining the business to be conducted at the Annual General Meeting (see the Explanatory Statement at Section D). • Information on how to vote, how to attend the Annual General Meeting electronically and how to appoint a proxy to vote on the Resolutions to be passed at the Annual General Meeting (see Section C). Please read the whole of this booklet carefully as it provides important information on the Annual General Meeting, items of business and the Resolutions that you, as a Shareholder, are being asked to vote on. Should you wish to discuss the matters in this Notice of Annual General Meeting & Explanatory Statement, please do not hesitate to contact the Company Secretary, Mr James Frayne, on +61 401 663 177 or by email at james.frayne@felix.net. By order of the Board Dated: 18 October 2024 Michael Bushby – Chair Felix Group Holdings Limited Notice of Annual General Meeting & Explanatory Statement Page 4 Section A – Glossary $ Australian dollars. 10% Placement Facility A company's ability to issue Equity Securities up to a further 10% of its issued share capital through placements over a 12-month period after the relevant annual general meeting under ASX Listing Rule 7.1. This is in addition to its 15% placement capacity under ASX Listing Rule 7.1. AEDT Australian Eastern Daylight Savings Time. Annual General Meeting The annual general meeting of Shareholders. ASIC The Australian Securities & Investments Commission. ASX The Australian Securities Exchange operated by ASX Limited. ASX Listing Rules The listing rules of the ASX. Auditor's Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Board The board of Directors of the Company. Business Day A day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Brisbane, Queensland. Chair The chairman of the Annual General Meeting, Mr Michael Bushby. Closely Related Party A “Closely Related Party” of a member of the Key Management Personnel means: • a spouse or child of the member; • a child of the member’s spouse; • a dependent of the member or the member’s spouse; • anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; • a company the member controls; or • a person prescribed by the Corporations Regulations. Company Felix Group Holdings Limited ACN 159 858 509. Constitution The constitution of the Company. Corporations Act The Corporations Act 2001 (Cth). Corporations Regulations The Corporations Regulations 2001 (Cth). Directors The directors of the Company and Director means any one of them. Director Options The total 3,496,505 options to be issued to Mr Michael Bushby, Mr Robert Phillpot, Ms Joycelyn Morton, Mr Michael Trusler and Mr George Rolleston. Directors' Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Equity Securities Any type of security in the Company, including a Share, option, unit, convertible security, and as otherwise defined in the ASX Listing Rules. Felix Incentive Plan The Employee Incentive Plan, approved by the Board on 22 August 2024. Explanatory Statement The explanatory statement accompanying the Notice of Annual General Meeting and contained in Section D to this booklet. Financial Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Glossary The glossary contained in Section A to this booklet. Key Management Personnel Has the meaning given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Notice of Annual General Meeting The notice of the Annual General Meeting accompanying the Explanatory Statement for the Annual General Meeting and contained in Section B. Notice of Annual General Meeting & Explanatory Statement Page 5 Performance Rights The total 907,788 performance rights to be issued to Mr Michael Davis under the Felix Incentive Plan. Proxy Form The online proxy form. If you require a paper proxy form, please contact the Share Registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or online at www.investorcentre.com/contact. Proxy forms can be submitted as outlined below: Online by visiting www.investorvote.com.au and quoting the 6-digit control number found on the front of your Proxy Form. Intermediary Online subscribers (Custodians) can lodge a proxy online by visiting www.intermediaryonline.com. By mail to GPO Box 242, Melbourne, Victoria 3001. By facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia). Instructions on how to complete the Proxy Form are on the reverse page of the Proxy Form attached to this Notice. Remuneration Report The remuneration report set out in the Directors' Report. Resolution(s) The resolution(s) contained in the Notice of Annual General Meeting. Shareholders The holders of all Shares issued in the Company and Shareholder means any one of them. Shares The ordinary shares on issue in the share capital of the Company and Share means any one of them. Subsidiaries Has the meaning given in section 9 of the Corporations Act. Trading Day Has the meaning given in ASX Listing Rule 19.12. Notice of Annual General Meeting & Explanatory Statement Page 6 Section B – Notice of Annual General Meeting Time and place Notice is hereby given that the Annual General Meeting will be held as follows: • Held: Virtually at https://meetnow.global/M5ZYXND In person at Thomson Geer, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 • Commencing at: 10:00 a.m. AEDT (Melbourne time) on 21 November 2024. Participate and vote online In order to attend, ask questions and vote virtually in real time via the online platform, please use the details set out in Section C of this Notice of Annual General Meeting & Explanatory Statement. Participating in the Annual General Meeting online enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting. More information regarding virtual participation at the Annual General Meeting (including how to vote and ask questions online during the Annual General Meeting) is available at www.computershare.com.au/virtualmeetingguide. Shareholders may only ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions prior to the Annual General Meeting by submitting your question to the Company Secretary, Mr James Frayne, by email at james.frayne@felix.net. Explanatory Statement The Explanatory Statement which accompanies and forms part of this Notice of Annual General Meeting describes the matters to be considered at the Annual General Meeting. Defined terms Terms used in this Notice of Annual General Meeting have the meaning given to them in the Glossary in Section A of this Notice of Annual General Meeting & Explanatory Statement. Notice of Annual General Meeting & Explanatory Statement Page 7 ORDINARY BUSINESS 1. Financial statements and reports To receive and consider the Company's 2024 Annual Report, which comprises the Directors' Report, the Auditor's Report and the Financial Report for the financial year ended 30 June 2024. 2. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, Shareholders adopt the Remuneration Report for the financial year ended 30 June 2024 as disclosed in the Directors' Report for the year ending 30 June 2024." Please note that the vote on this Resolution is advisory only, and does not bind the Directors or the Company. Short Explanation: This Resolution is required as a result of section 250R(2) of the Corporations Act, which requires that a resolution that the Remuneration Report of the Company be adopted must be put to a vote. The vote on this Resolution is advisory only and does not bind the Company. Voting exclusion statement: In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. 3. Resolution 2: Re-election of Mr Robert Phillpot as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, Mr Robert Phillpot who retires by rotation as a Director of the Company in accordance with ASX Listing Rule 14.4 and rule 64.1 of the Company's Constitution and, being eligible and offering himself for re-election, be re-elected as a Director of the Company.” Short Explanation: This Resolution is required as ASX Listing Rule 14.4 provides that a director must not hold office (without re-election) past the third annual general meeting following their appointment or three years (whichever is longer). Rule 64.1 of the Constitution provides that no Director, who is not the Managing Director, may hold office for a continuous period in excess of three years or until the third annual general meeting following the Director's appointment or election, whichever is the longer, without submitting for re-election. Notice of Annual General Meeting & Explanatory Statement Page 8 4. Resolution 3: Re-election of Ms Joycelyn Morton as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, Ms Joycelyn Morton who retires by rotation as a Director of the Company in accordance with ASX Listing Rule 14.4 and rule 64.1 of the Company's Constitution and, being eligible and offering herself for re-election, be re-elected as a Director of the Company.” Short Explanation: This Resolution is required as ASX Listing Rule 14.4 provides that a director must not hold office (without re-election) past the third annual general meeting following their appointment or three years (whichever is longer). Rule 64.1 of the Constitution provides that no Director, who is not the Managing Director, may hold office for a continuous period in excess of three years or until the third annual general meeting following the Director's appointment or election, whichever is the longer, without submitting for re-election. SPECIAL BUSINESS 5. Resolution 4: Issue of Director Options to Mr Michael Bushby (or his nominee), a Director of the Company, under ASX Listing Rule 10.11 “That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve and authorise the Company to issue 1,098,901 options to Mr Michael Bushby (or his nominee) (Director Options) and, upon exercise of those Director Options, the acquisition of the ordinary shares underlying those Director Options, in accordance with the terms specified in the accompanying Explanatory Statement.” Short explanation This Resolution is required under section 195(4) and 208 of the Corporations Act and ASX Listing Rule 10.11 to allow the issue of securities, in the form of the Director Options, to Mr Michael Bushby (or his nominee), a related party of the Company by virtue of being a Director. Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • Mr Michael Bushby (and, if applicable, his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: • a person or proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; • the chair of the meeting 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 • 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 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 • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting exclusion statement: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel; or • a Closely Related Party of such member. Notice of Annual General Meeting & Explanatory Statement Page 9 However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; and • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. 6. Resolution 5: Issue of Director Options to Ms Joycelyn Morton (or her nominee), a Director of the Company, under ASX Listing Rule 10.11 “That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve and authorise the Company to issue 749,251 options to Ms Joycelyn Morton (or her nominee) (Director Options) and, upon exercise of those Director Options, the acquisition of the ordinary shares underlying those Director Options, in accordance with the terms specified in the accompanying Explanatory Statement.” Short explanation This Resolution is required under section 195(4) and 208 of the Corporations Act and ASX Listing Rule 10.11 to allow the issue of securities, in the form of the Director Options, to Ms Joycelyn Morton (or her nominee), a related party of the Company by virtue of being a Director. Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • Ms Joycelyn Morton (and, if applicable, her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: • a person or proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; • the chair of the meeting 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 • 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 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 • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting exclusion statement: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; and • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report or a Closely Related Party of such a member; and • either: Notice of Annual General Meeting & Explanatory Statement Page 10 o o 7. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. Resolution 6: Issue of Director Options to Mr Robert Phillpot (or his nominee), a Director of the Company, under ASX Listing Rule 10.11 “That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve and authorise the Company to issue 549,451 options to Mr Robert Phillpot (or his nominee) (Director Options) and, upon exercise of those Director Options, the acquisition of the ordinary shares underlying those Director Options, in accordance with the terms specified in the accompanying Explanatory Statement.” Short explanation This Resolution is required under section 195(4) and 208 of the Corporations Act and ASX Listing Rule 10.11 to allow the issue of securities, in the form of the Director Options, to Mr Robert Phillpot (or his nominee), a related party of the Company by virtue of being a Director. Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • Mr Robert Phillpot (and, if applicable, his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: • a person or proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; • the chair of the meeting 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 • 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 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 • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting exclusion statement: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; and • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. Notice of Annual General Meeting & Explanatory Statement Page 11 8. Resolution 7: Issue of Director Options to Mr Michael Trusler (or his nominee), a Director of the Company, under ASX Listing Rule 10.11 “That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve and authorise the Company to issue 549,451options to Mr Michael Trusler (or his nominee) (Director Options) and, upon exercise of those Director Options, the acquisition of the ordinary shares underlying those Director Options, in accordance with the terms specified in the accompanying Explanatory Statement.” Short explanation This Resolution is required under section 195(4) and 208 of the Corporations Act and ASX Listing Rule 10.11 to allow the issue of securities, in the form of the Director Options, to Mr Michael Trusler (or his nominee), a related party of the Company by virtue of being a Director. Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • Mr Michael Trusler (and, if applicable, his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: • a person or proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; • the chair of the meeting 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 • 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 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 • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting exclusion statement: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; and • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectl