WIDE OPEN AGRICULTURE LIMITED For personal use only
20 December 2021
Dear Shareholder
WIDE OPEN AGRICULTURE LIMITED - UPCOMING GENERAL MEETING OF SHAREHOLDERS
A General Meeting of the Shareholders of Wide Open Agriculture Limited (ASX:WOA) (the Company) will be held at Claremont Football Club, 3 Davies Rd, Claremont, Western Australia on 21 January 2022 at 10:00am (WST) (the Meeting). The Company advises shareholders that the Meeting will be held in compliance with government restrictions on public gatherings.
The WOA Notice of Meeting will not be mailed to Shareholders unless there is a relevant hard copy election in place. Instead, it is available for you to view and download from this website link https://www.wideopenagriculture.com.au/investors/announcements
Due to the COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy in lieu of attending the meeting in person.
To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either deliver the proxy form by post, by facsimile or by email in accordance with the instructions on the proxy form. You may also submit your proxy form online in accordance with instructions on the proxy form.
If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform and also via the Company's website at https://www.wideopenagriculture.com.au/
The Notice and the accompanying Explanatory Memorandum should be read in its entirety. If a shareholder is in doubt as to how to vote, that shareholder should seek advice from an accountant, solicitor or other professional adviser prior to voting. The Company appreciates the understanding of shareholders during this time.
This announcement is authorised by the Anthony Maslin on behalf of the Board.
Yours faithfully,
Anthony Maslin (Maz)
Non-Executive Chairman
For personal use only
WIDE OPEN AGRICULTURE LIMITED
ACN 604 913 822
NOTICE OF GENERAL MEETING
AND
EXPLANATORY STATEMENT
For the General Meeting of Shareholders
to be held on 21 January 2022 at 10:00am (WST)
at Claremont Football Club, 3 Davies Rd, Claremont, Western Australia
Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.
Shareholders are urged to vote by lodging the Proxy Form.
Notice of General Meeting v2 Dec 2021 (final)
TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE
Venue
The General Meeting of Wide Open Agriculture Limited will be held at: onlyHow to Vote
You may vote by attending the Meeting in person, by proxy or authorised representative. useVoting in Person
To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10:00am (WST). Given the current COVID-19 pandemic, Shareholders are urged to vote by proxy.
Voting by Proxy
To vote by proxy, please complete and sign the Proxy Form as soon as possible and deliver the Proxy personalForm in accordance with the instructions on the Proxy Form. You may also submit your Proxy Form online
in accordance with instructions on the Proxy Form.
Your Proxy Form must be received not later than 48 hours before the commencement of the Meeting. For
Wide Open Agriculture Limited | |
Notice of General Meeting and Explanatory Statement | Page 2 |
WIDE OPEN AGRICULTURE LIMITED
ACN 604 913 822
NOTICE OF GENERAL MEETING
onlyDue to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.
Notice is hereby given that the General Meeting of the Shareholders of Wide Open Agriculture Limited will be held at Claremont Football Club, 3 Davies Rd, Claremont, Western Australia on 21 January 2022
at 10:00am (WST) for the purpose of transacting the following business.
useThe attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.
RESOLUTION 1 - RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
personal | "That the issue of 17,169,077 Shares to institutional investors on 3 December 2021 as part of a | |||
placement under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 and | ||||
for all other purposes, on the terms set out in the Explanatory Statement." | ||||
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on | ||||
behalf of a person who participated in the issue or an associate of those persons. However, this | ||||
does not apply to a vote cast in favour of the Resolution by: | ||||
(a) | a person as 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; or | ||||
For | (b) | 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 | ||||
(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 | ||||
(ii) | 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. | ||||
RESOLUTION 2 - RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
Wide Open Agriculture Limited | |
Notice of General Meeting and Explanatory Statement | Page 3 |
"That the issue of 9,497,590 Shares to institutional investors on 3 December 2021 as part of a placement under Listing Rule 7.1A is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:
only | (a) | a person as 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; or | ||
(b) | 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 | ||
(c) | a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf | |
use | ||
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. |
RESOLUTION 3 - APPROVAL TO ISSUE LEAD MANAGER OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That the issue up to 1,000,000 Options to Euroz Hartleys Limited and Cannacord Genuity (Australia) Limited or their nominees is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms set out in the Explanatory Statement."
personal | Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on | ||
behalf of Euroz Hartleys Limited and Cannacord Genuity (Australia) Limited or their nominees or a | |||
person who is expected to participate in, or 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 | |||
entity) or an associate of those persons. However, this does not apply to a vote cast in favour of | |||
the Resolution by: | |||
(a) | a person as 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; or | |||
For | (b) | 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 | |||
(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. | |||
Wide Open Agriculture Limited | |
Notice of General Meeting and Explanatory Statement | Page 4 |
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Wide Open Agriculture Ltd. published this content on 20 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2021 05:19:06 UTC.
