IOT : ASX Announcement - Notice of General Meeting

IOT Group Limited Suite 902 Level 9

100 William Street

EASSYDNEY NSW 2000

IOT GROUP LIMITED - NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (Meeting or AGM) of shareholders of IOT Group Limited (IOT or the Company) will be held at the Company's offices at Suite 902, Level 9, 100 William Street, East Sydney NSW 2010 on Wednesday, 31 May 2017 at 11:00 AM (Sydney time).

ORDINARY BUSINESS

1. Financial Report

   To receive and consider the Financial Report of the Company and the consolidated entities, and the Reports of the Directors and Auditor for the financial year ended 31 December 2016.

2. Remuneration Report

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

   "That the Remuneration Report for the financial year ended 31 December 2016, as set out in the Directors' Report section of the Annual Report, be adopted".

   (Note - the vote on this resolution is advisory only and does not bind the Directors or the Company.)

3. Election of Director

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

   "That Tod McGrouther, a Director appointed by the Directors as an additional Director on the Board, who in accordance with the Company's constitution holds office only until the close of the AGM, and who is eligible for re-election, be re-elected as a Director of the Company."

4. Re-election of Director

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

   "That Ian Duffell, who retires by rotation in accordance with clause 39 of the Company's Constitution and being eligible, offers himself for re-election, be re-elected as a director of the Company".

   SPECIAL BUSINESS
5. Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given to allow the Directors to issue equity securities up to 10% of the shares on issue, through placements over a 12 month period after the AGM".

By Order of the Board

Ron Hollands 28 April 2017

ELIGIBILITY TO VOTE

For the purpose of the Meeting, the Directors have determined that shares will be taken to be held by persons registered as shareholders of the Company as at 7:00 PM (Sydney time) on Monday, 29 May 2017.

PROXIES

Each shareholder who is entitled to attend and vote at the AGM may appoint not more than two proxies to attend and vote at the AGM on the shareholder's behalf. A proxy need not be a shareholder of the Company, and may be either an individual or a body corporate. Where two proxies are appointed by a shareholder, the shareholder may specify the proportion or number of votes which each proxy is entitled to exercise on a poll. If the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise one half of the votes (disregarding fractions) on a poll.

Due to the voting exclusions and requirements referred to in this Notice, if you intend to appoint any Director or other member of the Company's 'key management personnel'1(KMP) or their closely related parties, other than the Chairman, as your proxy, you should direct your proxy how to vote on Item 2 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for the relevant Item of business. If you do not direct such a proxy how to vote on those Items they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to the Chairman, who is able to vote undirected proxies.

Direction to Chairman: If the Chairman of the Meeting is appointed, or taken to be appointed, as proxy, the shareholder can direct the Chairman of the Meeting to vote for or against or to abstain from voting on a resolution, including Item 2 (Remuneration Report), by marking the appropriate box opposite each resolution on the Proxy Form. However, if a shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on the proposed resolutions set out in this Notice, then the Chairman intends to vote all available undirected proxies in favour of each of the proposed resolutions, including Item 2 (Remuneration Report) (if a poll is called on the relevant resolution).

CORPORATE REPRESENTATIVES

A body corporate which is a shareholder or the proxy of a shareholder may appoint an individual as its representative to exercise all or any of its powers that it could exercise at the Meeting. The representative should bring to the meeting original documentary evidence of his or her appointment, including any authority under which the appointment is signed.

VOTING EXCLUSIONS

The Company will disregard any votes cast on the resolutions as follows:

Item 2 Remuneration Report

A vote must not be cast (in any capacity) on Item 2, and the Company will disregard any votes cast on Item 2:

• by or on behalf of a KMP whose remuneration is included in the Remuneration Report; or

• by or on behalf of a closely related party2(such as close family members and any controlled companies) of a KMP whose remuneration is included in the Remuneration Report.

  However, a person described above may cast a vote on Item 2 if:

• the person does so as a proxy that specifies how the proxy is to vote (For, Against or Abstain) on Item 2; or

• the person is the Chairman of the Meeting and has been appointed as a proxy without being directed how to vote on Item 2, and the appointment expressly authorises the Chairman to exercise the proxy even though Item 2 is connected directly or indirectly with the remuneration of a member of the KMP for the Company; and

• in either case, the vote is not cast on behalf of a person described above.

  1For the full definition of 'key management personnel', please refer to section 9 of the Corporations Act 2001.

  2For the full definition of 'closely related party', please refer to section 9 of the Corporations Act 2001.

  Item 5 Approval of 10% Placement Capacity

  The Company will disregard any votes cast on Resolution 5 by any person who may participate in the issue of Equity Securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company will not disregard a vote if:

  • it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

  • it is cast by the Chair acting as proxy (by appointment or by default) for a person who is entitled to vote in accordance with the directions on the proxy form.

  PROXY DEADLINE

  A Proxy Form and, if the Proxy Form is not signed by the shareholder, the power of attorney or other authority (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 at least 48 hours before the time for holding the Meeting - that is, by 11:00 AM (Sydney time) on Monday, 29 May 2017.

  Documents may be lodged with the Company by:

• Email [e-mail]; or

• Mail to: IOT Group Limited

• Suite 902, Level 9, 100 William Street East Sydney NSW 2010

  ANNUAL REPORT - ONLINE

  IOT's Annual Report for the year ended 31 December 2016 is available on the IOT website at the http://www.theiotgroup.com.

  QUESTIONS FROM SHAREHOLDERS

  Shareholders are invited to register questions in advance of the AGM. If you would like further information on IOT, or would like to ask a question of IOT or the Auditor at this AGM, you may submit your questions in writing to the Company at either the above email or postal addresses. Shareholders may submit written questions to the auditor about their audit report or the conduct of the audit. Written questions must be received no later than 5 business days before the day before the Meeting, being 5:00 PM (Sydney time) on Wednesday, 24 May 2017.

  EXPLANATORY NOTES

  These Explanatory Notes have been prepared for the information of shareholders concerning the business to be transacted at the Annual General Meeting of shareholders (AGM or Meeting). The Directors recommend shareholders read these Explanatory Notes in full before making any decision concerning the resolutions in question.

  ITEM 1 - FINANCIAL REPORT

  A copy of the IOT 2016 Annual Report (Annual Report) can be found on the Company's website (http://www.theiotgroup.com).

  During discussion of this item, there will be an opportunity for shareholders to ask questions about, or comment on, the Annual Report and the management and performance of the Company. Shareholders will also have the opportunity to ask the auditor questions relevant to the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company, and the independence of the auditor concerning the conduct of the audit.

  ITEM 2 - REMUNERATION REPORT

  The Remuneration Report is set out in the Directors' Report section of the Annual Report. The Remuneration Report includes an explanation of IOT's remuneration policy and the remuneration arrangements in place for Directors and other key management personnel.

  The objective of IOT's executive reward framework is to ensure that reward for performance is competitive and appropriate for the results delivered. The framework seeks to align executive reward with achievement of strategic objectives and the creation of value for shareholders.

  The Board seeks to ensure that executive reward satisfies the following key criteria for good reward governance practices:

• competitiveness and reasonableness;

• acceptability to shareholders;

• performance linkage/alignment of executive;

• compensation;

• transparency; and

• capital management.

  In summary, the Remuneration Report deals with:

• key management personnel;

• principles used to determine the nature and amount of remuneration;

• non-executive Director remuneration;

• details of remuneration;

• executive service agreements;

• share-based compensation; and

• additional information.

During discussion of this Item, there will be an opportunity for shareholders to ask questions about, or comment on, the Remuneration Report.

The Board submits the Remuneration Report to shareholders for consideration and adoption by way of a non- binding resolution as required by the Corporations Act ('Act'). Although the vote on this resolution does not bind the Directors or the Company, the Board respects the views of its shareholders and will take the outcome of the vote into account when considering remuneration policy in the future.

As a result of amendments to the Act generally known as the "two strikes rule", shareholders should note that the results of the vote on this item may impact the conduct of next year's AGM.

The Directors encourage shareholders to apply the same level of diligence concerning this resolution as they do with the binding resolutions.

Directors' recommendation: The Directors unanimously recommend that shareholders vote in favour of Item 2.