For the record I've submitted the following questions for the...

For the record I've submitted the following questions for the AGM, there maybe more to come, they may try to reject them, claiming I'm not a shareholder since they've failed to track down my nominee holding for at least 3 months now.

So if someone who is known to have a verified account, would be so kind as to submit what I've written below to the company secretary by 1pm AWST today the questions will have to be answered at the AGM, whether they like it or not. Since it will meet all the by-laws that are in place (that I don't agree with but have to abide by) and caught me out last year (hence my questions were ignored) back then

As, you'll gather I've not held back in my questioning this time round

Thanks in advance
LOTM

I would like all of these questions answered by the board/auditors etc at the upcoming AGM

Q) To the nearest $25,000 or A$25,000 how much monetary capital did each of you (Gary & Rahul) actually invest in the business in return for your 17%+ Syntonic shareholdings ? It will not surprise me in the least to find out that Mr G Dunhill's investment of over A$1M in the company is in monetary terms far more than either of the executive directors committed to the company since it was founded

Q) Why have none of the non-executive directors of the company, ever purchased any shares through a placing or on the open market ?

Q) If you truly believed in the company prospects the way the Chairman writes his statements. Or do they disagree with the executive directors opinion that the market is completely valuing the company wrongly ?

Q) Your boast of massive revenue growth in FY2019 is an affront to your long suffering shareholders. It was revenue generation that came with the Zenvia business that was acquired with shareholders cash. According to your own publications the business that was bought had revenue of A$13.9M in CY2017, so instead of actually growing revenue, you actually destroyed it within that business. You should be totally ashamed of yourselves. You simply can't tell the truth, you distort the facts constantly don't you?

Q) Can the auditors please explain why the company is continually able to show quarterly revenue numbers that far exceed whatever eventually appears on the company's book's as cash receipts or a build-up in trade debtors to the company? with no write-off occurring for bad debtors. These numbers should balance out over time but never do, why is that the case and why do you not require the company to adjust its reporting so the numbers do balance over time?

Q) When the company listed the non-executive directors were to be paid in shares (1.5 Million per annum in lieu of salary for the previous year) this was when there was something like 2 Billion shares in issue. Which meant very little dilution to existing shareholders of under 0.1% per non-executive director per year.

What is being proposed by the current board of directors is truly shocking. These non-executive directors who do nothing regarding the corporate governance of this company and have not held the executive directors to account for all the wealth destruction that has taken place, believe they should still be paid the same 1.5 Million share per annum as before (to put that in context that is 45M shares on the pre consolidation basis) it also equates to shareholders suffering dilution of over 1.2% per non-exec director per year (which if sort out the breach of the rules regarding 2 Australian based directors means having at least one more of them = at least 3.6% dilution per year)

They want the first of this big wad for financial year 2019, by issuing them the shares after the consolidation takes place, (some 4 months after the period ended) and ordinary shareholders have seen the value of there shareholdings decimated.

I'm sorry but that is totally unacceptable, no shareholder in there right mind would vote in favour of such a resolution. You've shown no signs of trying to compromise on the issue, is just sheer greed on your behalf

Q) As to the performance shares for the 2 executive directors

Well they got 2 performance awards previously, neither of which actually made the company any better, or set it on the path to profitability. Indeed they pivoted the company away from what those awards achieved.

They have never invested a single cent of there own money in the company since it listed, all they've done is collect health salaries and cash bonuses while everyone else has seen the value of there investment plummet dramatically and they've either suffered massive paper losses / actual cash losses or a combination of both.

Now your thinking, well the value of the Exec directors shareholdings has dropped dramatically to (and yes it has) but have they actually suffered any losses?

I ask that because on several occasion now I've asked the executive directors to please disclose to the nearest $25,000 or $50,000 how much money they have actually invested in the business themselves to acquire the shareholdings they have!

I'm still wait for an answer to that question and have been for nearly a year now. My best guess is that Mr Dunhill's cash invest in Syntonic is well in excess of the amount either Gary or Rahul has put into Syntonic.

They are now asking shareholders to effectively grant them additional performance awards on over 10% of the shares in issue following the consolidation.

So having made several strategic blunders since listing the company (not bringing 2 cornerstone investors onboard for the initial listing, not raising enough cash when listing, not raising enough cash after the Verizon agreement, not raising cash at all to fund the Zenvia purchase) which have destroyed 90%+ of shareholder value, they feel they should somehow be rewarded for it !

The 2 resolutions put before shareholders are not straight forward in the slightest, they are full of smoke and mirrors and open to subjective interpretation, which will be done behind closed doors and not subject to shareholder or public scrutiny.

Now your wondering what I'm going on about.

The resolution on performance shares "A" has an end date of 31st December 2020

Yet according to the company's own internal projections, Syntonic was meant to reach EBITDA break-even (first by March 2020, then it was revised in July 2019 to) before the end of the current financial year June 2020.

Again the company has refused to share these internal projections with its shareholders so that they can judge if the company is actually on tract to meet this goal or not.

Its this extra 6 month window that should concern shareholders enormously

Why?

Because agreements that are already in place, effectively kick-in on 1st July 2020.

Namely the Aktay Dataflex contract, the terms of that contract mean that in the September 2020 quarter (1st July to 30th Sept) Syntonic are to receive a cash payment of US$1.5M

They also receive all Dataflex money being generated in 2020 until it has caught up with the payment schedule for that year (assuming its actually generating any revenue at all or has gone live)

  There is nothing in the resolution or the accompanying notes to it, that states this "one-off" payment will not be counted in that quarters calculations of whether break-even EBITDA has been achieved or not.

As for milestone B, it is hardly onerous at all. The current quarterly deficit is over A$2M and according to the company’s own internal forecasts that is due to be wiped out within 9 months. In other words they expect an improvement of over A$2M per quarter in that short period of time, yet in the following 2.5 years they only expect to achieve a further A$1.5M per quarter uplift in the company’s fortunes!

Its hard to imagine your achieving that rate of growth now to then suddenly hit a brick wall that grinds it to a halt once break-even has been achieved.

Quite frankly this is them just trying to line their own pockets yet again, they should be ashamed of themselves, especially for the suffering they’ve already caused to long-term shareholders

Given the above please explain why you should be granted said milestones and what guarantees are there to ensure the one-off Aktay payments are excluded from the calculation?

Q) The excuse up until now for not having a rights-issue was the lack of time to complete all the paperwork, yet here we are 9 weeks and counting from 6th September and no sign of a rights issue taking place or being considered. Why ? because it would mean Gary and Rahul having to commit quite a lot of their own cash into the business to avoid dilution, which is the real reason you've avoided them in the past isn't it ?

Q) Isn't the true reality of Syntonic's situation that your fumbling around in the dark trying to find a business model that might work, you've tried umpteen that have failed, produced numerous metrics for shareholders to follow to judge progress then pulled them all including QAU now. Carried out numerous trial launches that have failed as well. I'll give you credit for your persistence, but your credibility has been torn to shreds hasn't it

Q) Can you please explain to all your shareholders why Syntonic Brazil's revenue is now no where near what it used to be in 2017 ?

Q) Are we going to get all the money due from the Aktay agreement $5M with $1.5M being payable no-matter what on 1st July 2020 ?

Q) Isn't it the case that you've consistently over promised & under delivered on virtually every front to your long suffering shareholders, from Dataflex to Tata, Aktay to Smart, MobifoneGo to ZroNet and Opari. Myth's about the share price being totally undervalue by markets, yet you still issue shares like confetti at horrendous discounts to the market and at a fraction of the valuation you objected to ?

Q) You keep talking about contracts in the pipeline yet seem unable to close negotiations in a timely manner, the March quarterly report is near a copy & paste of the December one, little sign of progress on lots of contracts. In fact no advancement in the June or September quarterly either on all those supposed contracts. An earlier document highlighted another 300 M plus users that should have been announced in the 2019 financial year but never occurred. So who's incompetent and can't get them done?

Q) Neither of the executive directors seems capable of dealing with financial markets or understanding them, perhaps its time they relinquished there posts and brought in people with expertise in that arena so as to turn the company around, while Gary & Rahul can take on IT roles within the business?

Q) Why do all the directors of this company fail to take phone calls from the company's shareholders? why are some given preferential treatment over others?

Q) how much insurance liability cover do the directors have?