Notice of Extraordinary General Meeting and Explanatory Memorandum‌‌‌

Site Group International Limited ACN 003 201 910

Date of Meeting: 15 September 2017 Time of Meeting: 10.00am (Brisbane time)‌

Place of Meeting: Site Group International Limited

Level 2, 488 Queen Street Brisbane, Queensland‌

Notice is given that an Extraordinary General Meeting of Shareholders of Site Group International Limited ACN 003 201 910 (Company) will be held at the offices of Site Group International Limited, Level 2, 488 Queen Street, Brisbane Queensland, on 15 September 2017 at 10.00am (Brisbane time).

Agenda
  1. Resolution 1 - Ratification of previous issue of Shares (Placement)

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company with or without modification:

    "That in accordance with the provisions of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the previous issue of 43,389,000 fully paid ordinary shares in the Company for a consideration of $1,735,560 (representing an issue price of $0.04 per share) (Placement Shares) to investors that fall within the exemptions specified in subsections 708(8) or (11) of the Corporations Act 2001 (Cth)."

    Notes:
    • The rights attaching to the Placement Shares are identical in all respects to the existing fully paid ordinary shares on issue in the Company.

    • The funds raised by this issue will be used by the Company to repay a non- related party loan of $0.2 million, support the business working capital requirements and to provide expansion of existing services including new 'high barrier to entry' products.

    • Further details of the Placement Shares are contained within the Explanatory Memorandum.

      Voting exclusion statement

      The Company will disregard any votes cast on this Resolution by:

    • the recipients of the Placement Shares; and

    • any Associate of the recipients of the Placement Shares. However, the Company need not disregard a vote if:

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

    • it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

  2. Resolution 2 - Ratification of previous issue of Shares (Placement fee)

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company with or without modification:

    "That in accordance with the provisions of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the previous issue of 2,000,000 fully paid ordinary shares in the Company (at an issue price of $0.04 per share) (Claymore Shares) in part payment of the fee of

    $80,000 to Claymore Capital Pty Ltd in relation to the Placement."

    Notes:
    • The rights attaching to the Claymore Shares are identical in all respects to the existing fully paid ordinary shares on issue in the Company.

    • The issue of the Claymore Shares is in lieu of the Company paying Claymore Capital Pty Ltd cash in respect of that portion of the fee payable in relation to the Placement.

    • Further details of the Claymore Shares are contained within the Explanatory Memorandum.

      Voting exclusion statement

      The Company will disregard any votes cast on this Resolution by:

    • Claymore Capital Pty Ltd; and

    • any Associate of Claymore Capital Pty Ltd. However, the Company need not disregard a vote if:

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

    • it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

  3. Resolution 3 - Ratification of issue of Shares on conversion of debt

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company with or without modification:

    "That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the previous issue of 17,500,000 fully paid ordinary shares at an issue price of $0.04 (Conversion Shares) to various unrelated finance providers as described in the Explanatory Memorandum (Conversion Recipients)."

    Notes:
    • The rights attaching to the Conversion Shares are identical in all respects to the existing fully paid ordinary shares on issue in the Company.

    • The issue of the Conversion Shares was in satisfaction of the debt owed by the Company to the Conversion Recipients by converting that debt to equity in the Company.

    • Further details of the Conversion Shares are contained within the Explanatory Memorandum.

      Voting exclusion statement

      The Company will disregard any votes cast on this Resolution by:

    • the Conversion Recipients; and

    • any Associate of the Conversion Recipients. However, the Company need not disregard a vote if:

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

    • it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

  4. Resolution 4 - Approval of issue of Shares to related party to participate in placement - Stuart Andrew Pty Ltd

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company with or without modification:

"That for the purpose of Chapter 2E of the Corporations Act 2001 (Cth) and ASX Listing Rule

  1. and for all other purposes, the Company be authorised to issue 1,250,000 fully paid ordinary shares in the Company at an issue price of $0.04 per share to Stuart Andrew Pty Ltd (being an entity controlled by Peter Jones, a non-executive Director of the Company) (Jones Placement Shares) to raise a total of $50,000 and to enable Stuart Andrew Pty Ltd to participate in the placement announced on 15 June 2017."

    Notes:
    • The Company intends to issue the Jones Placement Shares as soon as practicable following the date of the Meeting, and Shareholder approval being obtained and in any event no later than one (1) month from the date of the Meeting.

    • The rights attaching to the Jones Placement Shares will be identical in all respects to the existing fully paid ordinary shares then on issue in the Company.

    • Further details of the Jones Placement Shares and the use of funds raised from the issue of the Jones Placement Shares are contained within the Explanatory Memorandum.

      Voting exclusion statement - Listing Rule 10.11

      The Company will disregard any votes cast on this Resolution by:

    • Stuart Andrew Pty Ltd; and

    • any Associate of Stuart Andrew Pty Ltd. However, the Company need not disregard a vote if:

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

    • it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

      Voting exclusion statement - Part 2E of the Corporations Act

      For the purposes of Part 2E of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of:

    • Stuart Andrew Pty Ltd; and

    • any Associate of Stuart Andrew Pty Ltd.

However, this does not prevent the casting of a vote on this Resolution if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a person referred to above.

Site Group International Ltd. published this content on 21 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 21 August 2017 03:27:04 UTC.

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