Notice of Annual General Meeting Notice is given that the Annual...

Notice of Annual General Meeting
Notice is given that the Annual General Meeting (‘AGM’) of Big Un Limited ACN 106 399 311 (‘The Company’)
will be held at
2:30pm (AEDT) on 20 November 2017 at the Grace Hotel (Pinaroo 5 Room, Level 1), 77 York
Street, Sydney NSW 2000.
The Explanatory Memorandum attached to this document provides additional information on the matters to be
considered at the Meeting. The Explanatory Memorandum and the proxy form provided with this document form
part of this Notice of Meeting.
Business Agenda
1. Consideration of the 2017 Annual Report of the Company
To receive and consider the Financial Statements, Director’s Report and Auditor’s Report of the
Company for the year ended 30 June 2017.
2. Resolution 1 - Adoption of Remuneration Report
To consider, and if thought fit, to pass the following Resolution as a non-binding resolution:
“That for the purposes of section 250R(2) of the Corporations Act 2001, and for all other purposes,
approval is given for the adoption of the Remuneration Report as set out in the Director’s Report for the
year ended 30 June 2017.”
A voting exclusion statement is set out below.
Note: The vote on this Resolution is advisory only and does not bind the Directors or the
Company.
3. Resolution 2 - Re-election of Brandon Evertz as a Director
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That Brandon Evertz, a Director who retires by rotation in accordance with clause 14.4 the Constitution,
and being eligible, having offered himself for re-election, be re-elected as a director of the Company.”
4. Resolution 3 - Ratification of Prior Issue of 11,604,346 Shares and
4,120,000 Options to Consultants and Professional Service Providers
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue
of 11,604,346 Shares and 4,120,000 Options on the terms set out in the Explanatory Memorandum.
A voting exclusion statement is set out below.
5. Resolution 4 – Approval of issue of 4,594,928 Shares to The Intermedia
Group Pty Ltd
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of up to 4,594,928 Shares on the terms set out in the Explanatory Memorandum.
A voting exclusion statement is set out below.
6. Resolution 5 – Approval of issue of 1,791,667 Shares and 1,200,000
Options to Tatmarni Pty Ltd
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
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“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of up to 1,791,667 Shares and 1,200,000 Options on the terms set out in the Explanatory
Memorandum.
A voting exclusion statement is set out below.
7. Resolution 6 – Approval of issue of 2,000,000 Options to Mila Investment
Co Pty Ltd ATF Mila Investment
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of up to 2,000,000 Options on the terms set out in the Explanatory Memorandum.
A voting exclusion statement is set out below.
8. Resolution 7 - Issue of Shares and attaching free options to related party
– 5G Capital Investments Pty Ltd
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for
the Company to issue up to 250,000 Shares and 1,000,000 attaching free options to 5G Capital
Investments Pty Ltd or its nominee(s), on the terms set out in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
9. Resolution 8 - Approval for Additional Placement Capacity
To consider, and if thought fit, to pass the following Resolution as a special resolution:
“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the
issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue)
calculated in accordance with the formula in ASX Listing Rule 7.1A.2 and on the terms set out in the
Explanatory Memorandum.”
A voting exclusion statement is set out below.
10. Resolution 9 – Increase in Non-Executive Directors’ Fee Pool
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.17, rule 14.11 of the Company’s constitution and for all
other purposes, the maximum aggregate amount of Directors’ fees payable to non-executive Directors
be increased by $100,000 from $200,000 to a maximum of $300,000 per annum.”
A voting exclusion statement is set out below.
11. Resolution 10 – Issue of Performance Options to Related Party – Hugh
Massie
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other
purposes, Shareholder approval is given for the Company to issue up to 500,000 Performance Options
to Hugh Massie, or his nominee(s), on the terms set out in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
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12. Resolution 11 – Issue of Performance Options to Related Party –
Brandon Evertz
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other
purposes, Shareholder approval is given for the Company to issue up to 1,500,000 Performance
Options to Brandon Evertz, or his nominee(s), on the terms set out in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
13. Resolution 12 – Issue of Performance Options to Related Party – Sonia
Thurston
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other
purposes, Shareholder approval is given for the Company to issue up to 1,500,000 Performance
Options to Sonia Thurston, or her nominee(s), on the terms set out in the Explanatory Memorandum.”
A voting exclusion statement is set out below.
14. Resolution 13 – Issue of Performance Options to Related Party –
Richard Evertz
To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
“That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other
purposes, Shareholder approval is given for the Company to issue up to 2,000,000 Performance
Options to Richard Evertz, or her nominee(s), on the terms set out in the Explanatory Memorandum.”