Change in Director voting recommendation for the Annual General Meeting In the Notice of Meeting (NOM) for the upcoming Annual General Meeting of Property Connect Holdings Limited (ASX: PCH) (Company) to be held on Friday, 30 November 2018: • Michael Carter (Chairman) and David Nolan (Director) recommended to shareholders that Resolution 1 “Re-election of Darren Patterson as a Director” be passed; and • Darren Patterson (Director) and Mr Nolan recommended to shareholders that Resolution 2 “Re-election of Michael Carter as a Director” be passed. Resolution 1 – Re-election of Darren Patterson as a Director As a result of developments that have taken place since announcement of the NOM to ASX, both Mr Carter and Mr Nolan now believe it is no longer in the Company’s best interests for Mr Patterson to continue as a Director of the Company and do NOT recommend that Resolution 1 be passed. Further, in the NOM the Chairman stated that he intended to vote undirected proxies in favour of Resolution 1. As a result of these recent developments, the Chairman intends to vote undirected proxies AGAINST Resolution 1. Resolution 2 – Re-election of Michael Carter as a Director Mr Nolan’s recommendation that Resolution 2 be passed remains unchanged. Mr Carter has requested that Mr Patterson confirm whether Mr Patterson’s recommendation that Resolution 2 be passed remains unchanged. At the time of this announcement, Mr Carter has received a response from Mr Patterson indicating that he does NOT recommend that Resolution 2 be passed. The Company could not reach agreement with Mr Patterson on the additional wording he proposed to be included in this announcement. Minimum of Three Directors Required If either Mr Patterson or Mr Carter are not re-elected and the number of Directors falls below the statutory minimum of three, the remaining director/s will have the power to appoint one or more other directors, who would be required to seek re-election at the next annual general meeting of the Company. Because of the significance of this change in recommendation to shareholders and the proximity of the 2018 Annual General Meeting, it was considered appropriate that an ASX announcement be made. A letter providing further explanation to shareholders in relation to Resolution 1 is attached and will be sent to shareholders together with a new proxy form if shareholders who have already cast their vote, or given the Chairman an undirected proxy, wish to reconsider their vote in relation to Resolution 1 in light of the reversal of the voting recommendation. Mr Patterson has stated that he reserves his right to send a letter to shareholders in relation to his change of recommendation for Resolution 2.
PCH Price at posting:
0.2¢ Sentiment: Hold Disclosure: Held
