Boom Logistics : Notice of Annual General Meeting/Proxy Form – 23/10/19

Boom Logistics Limited

ACN 095 466 961

Notice of Annual General Meeting

NOTICE is given that the Annual General Meeting (AGM or Meeting) of Boom Logistics Limited (ACN 095 466 961) (the Company) will be held at 11:00am (AEDT) at the offices of KPMG, Level 36, Tower Two, Collins Square, 727 Collins Street, Docklands, Melbourne, Victoria 3008 on Friday, 22nd November 2019 to consider the items of business set out below.

The Explanatory Memorandum accompanies and forms part of this Notice of Meeting. This document provides additional information on matters to be considered at the Meeting and should be read in its entirety.

If you are unable to attend the Meeting you may complete and return the enclosed proxy form in accordance with the specified instructions.

Members can submit questions they would like raised at the AGM using the form included with this Notice of Meeting. We will respond to the more frequently asked questions at the AGM in the Chairman's and Managing Director's addresses, but as you would appreciate, we will not be able to respond to questions individually. Members will have an opportunity to ask questions of the Board and the Auditor at the AGM.

Item 1	Financial Statements and Reports

To receive and consider the Financial Statements and the Reports of the Directors and the Auditor for the year ended 30 June 2019.

No vote of members is required on the Financial Statements and Reports.

Item 2	Re-election of Director - Mr Maxwell J Findlay

To consider and, if thought fit, pass the following as an ordinary resolution:

"That Maxwell J Findlay, who retires by rotation under rule 5.1 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."

Item 3	Election of Director - Ms Melanie J Allibon

To consider and, if thought fit, pass the following as an ordinary resolution:

"That Ms Melanie J Allibon, who retires in accordance with rule 8.2 of the Company's Constitution, and being eligible, be elected as a Director of the Company."

Item 4	Adoption of Remuneration Report

To consider and, if thought fit, pass the following as an ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2019 be adopted."

The vote on this resolution is advisory only and does not bind the Directors or the Company.

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Voting Exclusion Statement

The Company will disregard any votes cast on this resolution:

• by or on behalf of a member of the key management personnel (KMP) named in the Remuneration Report for the year ended 30 June 2019 or their closely related parties, regardless of the capacity in which the vote is cast; or
• as a proxy by a member of the KMP on the date of the AGM or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote:

• in accordance with a direction on the proxy form; or
• by the Chairman of the Meeting in accordance with an express authorisation in the proxy form to exercise the proxy even though the resolution is connected with the remuneration of a member of the KMP.

Item 5	Grant of Rights and Options to the Managing Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of the following Rights and Options to the Managing Director under the Company's Executive Remuneration Plan on the terms summarised in the Explanatory Memorandum:

1. The issue of Rights to the Managing Director up to a maximum value of $180,000 in relation to the FY20 Salary Sacrifice Rights Plan;
2. The issue of Rights to the Managing Director up to a maximum value of $120,000 in relation to the deferred component of the FY20 Short Term Incentive Plan; and
3. The issue of Options to the Managing Director up to a maximum value of $300,000 in relation to the FY20 Long Term Incentive Plan."

Voting Exclusion Statement

The Company will disregard any votes on this resolution:

• cast in favour of the resolution by or on behalf of Mr Tony Spassopoulos or any of his associates, regardless of the capacity in which the vote is cast; or
• cast as a proxy by a member of the KMP on the date of the AGM or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote:

• in accordance with a direction on the proxy form; or
• by the Chairman of the Meeting in accordance with an express authorisation in the proxy form to exercise the proxy even though the resolution is connected with the remuneration of a member of the KMP.

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PROXIES AND VOTING

Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the AGM will be as it appears in the share register at 7:00pm (AEDT) on Wednesday, 20th November 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Appointment of proxy

If you are unable to attend the Meeting, you are encouraged to appoint a proxy to attend and vote on your behalf.

Please note the following in relation to the appointment of a proxy:

• A member who is entitled to attend and vote at the Meeting may appoint any person as his or her proxy to attend and vote for the member at the Meeting.
• A member may specify the way in which the proxy is to vote by marking the appropriate box in the proxy form. If no voting instructions are provided, the proxy may vote at his or her discretion, subject to any voting restrictions that apply to the proxy.
• If the Chairman of the Meeting is appointed as a member's proxy (or becomes their proxy by default) and the member does not provide voting instructions, then by completing and submitting the proxy form, the member will be giving the Chairman the member's express authority to vote as the Chairman sees fit.
• The Chairman currently intends to vote in favour of all items of business. If there is a change to how the Chairman intends to vote undirected proxies, the Company will make an announcement to the market.
• If a member is entitled to cast two or more votes at the Meeting, the member may appoint two proxies. If two proxies are appointed and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the member's votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends the Meeting and on a poll, each proxy may only exercise votes in respect of those shares or voting rights the proxy represents.
• A proxy need not be a member of the Company and can be either an individual or a body corporate. If a member appoints a body corporate as a proxy, that body corporate will need to ensure that it:
• • appoints an individual as its corporate representative to exercise its powers at the Meeting in accordance with section 250D of the Corporations Act; and
  • provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting.

If such evidence is not received before the commencement of the Meeting, then the body corporate (through its representative) will not be permitted to act as proxy.

• A proxy form is enclosed. To be effective, the proxy form (and if the proxy form is signed or executed by the appointer's attorney, the authority under which the appointment was signed or a certified copy of the authority), must be received by the Company at least 48 hours before the scheduled time for the Meeting, that is by 11:00am (AEDT) on Wednesday, 20th November 2019.
• The documents will be received by the Company when they are received at the Share Registry at Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford, Victoria 3067 or fax number 1800 783 447 (within Australia) or [phone] (outside Australia) or on-line at www.investorvote.com.au using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your proxy form.
• Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

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Corporate Representatives

A body corporate, which is a member, may appoint an individual (by certificate executed in accordance with section 127 of the Corporations Act or in another manner satisfactory to the Chairman of the Meeting) as a representative to exercise all or any of the powers the body corporate may exercise at the Meeting. The appointment may be a standing one. The representative must bring a formal notice of appointment with him or her to the Meeting.

By order of the Board.

Malcolm Ross

Company Secretary

Melbourne

23 October 2019

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Explanatory Memorandum

Item 1	Financial Statements and Reports

The Corporations Act 2001 (Cth) (Corporations Act) requires:

1. The Financial Report;
2. the Directors' Report; and
3. the Auditor's Report on the Financial Report for the fiscal year ended 30 June 2019 to be laid before the AGM. The Annual Report 2019 is available on-line at www.boomlogistics.com.au

Neither the Corporations Act nor the Constitution requires a vote of members on the reports or statements. However, members will be given a reasonable opportunity to ask questions about or make comments on the management of the Company.

A reasonable opportunity will also be given to members as a whole at the Meeting to ask the Company's Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

Item 2	Re-election of Director - Mr Maxwell J Findlay

Mr Findlay will retire at this Annual General Meeting, and being eligible, offers himself for re-election.

Further information in relation to Mr Findlay is set out below.

Maxwell J Findlay BEcon, FAICD

Age: 72

Chairman of the Board. Chairman of the Risk Committee. Member of the Nomination and Remuneration Committee. Member of the Health, Safety, Environment and Quality Committee. Member of the Audit Committee.

Mr Findlay was Managing Director and Chief Executive of industrial services company Programmed Group from 1990 until his retirement from executive life in 2008. Since retiring as an executive, Mr Findlay has engaged in various non-executive roles in industrial services, engineering and government. Mr Findlay is currently Chairman of Snowy Mountains Engineering Corporation and was previously a Director of EVZ Limited and The Royal Children's Hospital.

Mr Findlay was appointed to the Board on 18 July 2016 as a Director and was appointed Chairman on 30 September 2016.

The Board considers Mr Findlay to be an independent director.

The Board (with Mr Findlay abstaining) unanimously recommends that members vote in favour of the resolution to re-elect Mr Findlay.

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