Special General Meeting of Change of Company Type
To be held at: Level 26, 56 Pitt Street Sydney NSW 2000
To be held on: Friday, 19 May 2023
Commencing: 10:00am (Sydney time)
Important information
A Special General Meeting of Change of Company Type will be held at 10:00am (Sydney time) on Friday, 19 May 2023 at Level 26, 56 Pitt Street Sydney NSW 2000.
- The Special General Meeting is being held for the purpose of change of Company type from public to private.
- All Shareholders may attend the Special General Meeting in person or by attorney, proxy or corporate representative.
- Resolution 1, 2 and 3 are conditional on the Company having no more than 50 non-employee shareholders as at the date of the Special General Meeting in accordance with the requirements of section 113 of the Corporations Act 2001 (Cth) (Corporations Act).
- Each resolution to be considered by Shareholders will be required to be passed as a special resolution and is conditional on all other resolutions being approved.
How to vote
- Voting in person or by attorney
Shareholders or their attorneys wishing to vote in person should attend the Special General Meeting.
Attorneys should bring with them the original copy or a certified copy of the power of attorney under which they have been authorised to attend and vote at the Special General Meeting. - Voting by proxy
Shareholders wishing to vote by proxy must complete, sign and deliver the appropriate proxy forms or forms in accordance with the instructions on the forms to be received at an address given below no later than 48 hours before the commencement of the Special General Meeting. This means that they must be received prior to 10:00am (Sydney time) on 17 May 2023 for the Special General Meeting.
By mail: GPO Box 4569, Sydney NSW 2001
By fax: +62 2 9276 2000 In person: Level 26, 56 Pitt Street, Sydney NSW 2000
By Email: cathyt@investorlink.com.au
A proxy form for the Special General Meeting is enclosed with this Notice of Special General Meeting. This proxy forms contains detail on how a Shareholder may appoint a proxy to attend and vote on their behalf. The Chairman of the Special General Meeting intends to vote all valid undirected proxies from Shareholders in favour of the Resolutions. The Chairman will not vote any undirected proxies from Shareholders ineligible to vote in favour of the Resolutions. - Voting by corporate representative
Corporate shareholders or corporate proxies voting by corporate representative should:
(a) obtain an appointment of corporate representative form from the Company
(b) complete and sign the form in accordance with the instructions on; and
(c) bring the completed and signed form with them to the Special General Meeting. - Quorum Requirements – Special General Meeting
Two Shareholders present constitute a quorum for the Special General Meeting. No business may be transacted at the Special General Meeting except the election of a Chairman and the 3 Legal/82579996_1 adjournment of the meeting unless the requisite quorum is present at the commencement of the Special General Meeting.
If within 15 minutes after the time specified for the Special General Meeting a quorum is not present, the meeting if convened upon a requisition or called by Shareholders, is to be dissolved, and in any other cases it is to be adjourned to the same day in the next week (or , where that day is not a business day, the business day next following that day) at the same time and place and if , at the adjourned meeting, a quorum is not present within 30 minutes after the time specified for holding the meeting, the meeting is to be dissolved.
Notice of Special General Meeting
Business of the Special General Meeting
Resolution 1 – APPROVAL FOR CHANGE OF COMPANY TYPE
To consider and if, thought fit, to pass the following resolution as a special resolution:
“That, subject to the Company satisfying the requirements of section 113 of the Corporations Act as at the date of the Special General Meeting and the approval of all resolutions, for the purpose of section 162 of the Corporations Act and for all other purposes, approval is given to change the Company type from a public company limited by shares to a private company limited by shares”.
Resolution 2 – REPLACEMENT OF CONSTITUTION
To consider and if, thought fit, to pass the following resolution as a special resolution:
“That, subject to the Company satisfying the requirements of section 113 of the Corporations Act as at the date of the Special General Meeting and the approval of all resolutions and the change of company type becoming effective in the manner set out in section 164(5) of the Corporations Act, in accordance with section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Special General Meeting for identification purpose.”
Resolution 3 – APPROVAL FOR CHANGE OF COMPANY NAME
To consider and if, thought fit, to pass the following resolution as a special resolution:
“That, subject to the Company satisfying the requirements of section 113 of the Corporations Act as at the date of the Special General Meeting and the approval of all resolutions and the change of company type becoming effective in the manner set out in section 164(5) of the Corporations Act, in accordance with section 157 of the Corporations Act and for all other purposes, the name of the Company be changed from “Investorlink Group Limited” to “Investorlink Group Pty Ltd”.
Dated: 24 April 2023
BY ORDER OF THE BOARD
Mr Ross Benson
Mr Sandeep Singh
Mr Frank Jiang
Explanatory statement
This Explanatory Statement forms part of the Notice of Special General Meeting of Change of Company Type will be held at 10:00am on 19 May 2023 at Level 26, 56 Pitt Street Sydney NSW 2000.
This Explanatory Statement is to be read in conjunction with the Notice of Special General Meeting.
- GENERAL INFORMATION
1.1 Purpose
The purpose of this Explanatory Statement is to provide information which the Directors believe is material to shareholders in deciding whether or not to pass the Resolutions to be put forward at the Special General Meeting.
The Directors recommend shareholders read the Notice of Special General Meeting and this Explanatory Statement in full before making any decisions relating to the Resolutions contained in the Notice of Special General Meeting.
1.2 Conditions
Resolution 1. 2 and 3 are conditional on the Company having no more than 50 non-employee shareholders as at the date of the Special General Meeting in accordance with the requirements of section 113 of the Corporations Act 2001 (Cth) (Corporations Act).
1.3 Interdependent Resolutions
The Resolutions contained in this Notice of Special General Meeting are interdependent. In order for one to be approved, all must be approved.
1.4 Background
The Company is currently a public unlisted company. The board of the Company has determined that it is in the best interest of the Company to go private. This decision was made after careful consideration of the benefits and drawbacks of being a private company. - RESOLUTION 1 – APPROVAL FOR CHANGE OF COMPANY TYPE
2.1 Regulatory Requirement
Section 162 of the Corporations Act requires a company to pass a special resolution of shareholders to change its type from a public company limited by shares to a proprietary company limited by shares. Accordingly, the Company is seeking a special resolution of shareholders to approve the Change of Company Type.
2.2 Regulatory Differences
The Change of Company Type has a number of impacts on the regulatory requirements imposed on the Company, a summary of the differences is set out in Annexure A to this Notice of Special General Meeting (please see attachment at the top of this page).
2.3 Benefits of Going Private
There are several benefits of going private, including:
(a) Reduced Regulatory Compliance Costs: As a private company, the Company would be subject to fewer regulatory requirements and would therefore incur lower compliance costs.
(b) Increased Flexibility: As a private company, the Company would have greater flexibility in decision-making and operational matters, allowing for more agility and efficiency in responding to business opportunities and challenges.
(c) Simplified Ownership Structure: Conversion to a private company would enable the Company to streamline its ownership structure, resulting in a more focused and efficient governance framework.
2.4 Drawbacks of Going Private
Limited Transparency: As a private company, the Company would not be required to disclose as much financial and operational information as it would as a public company.
2.5 Recommendation and voting requirements
The Board believe that the proposed change of the Company’s status from a public company to a private company is in the best interests of the Company and its shareholders and therefore recommend you to vote in favour of the proposal at the Special General Meeting.
Resolution 1 is a special resolution and so requires the approval of 75% or more of the votes cast by shareholders.
The Chair of the Special General Meeting intends to vote all available undirected proxies in favour of Resolution 1. - RESOLUTION 2 – REPLACEMENT OF CONSTITUTION
3.1 Reason for Resolution
In order to effect the Change of Company Type, the Company’s Constitution must be repealed and a new constitution suitable for a proprietary company must be adopted (New Constitution).
The New Constitution contains terms that reflect and comply with the requirements of the Corporations Act that apply to proprietary companies, which are different from the requirements for public companies.
The New Constitution can be viewed by Shareholders at https://investorlinkdirect.com/wp-content/uploads/2023/04/IGL-_-2023-Notice-of-Special-General-Meeting-change-of-company-type-1.pdf.
3.2 Regulatory Requirement
Section 136 of the Corporations Act requires a company to pass a special resolution of shareholders to adopt, modify or repeal its constitution.
3.3 Recommendation and voting requirements
The Board recommend that Shareholders approve Resolution 2.
Resolution 2 is a special resolution and so requires the approval of 75% or more of the votes cast by shareholders.
The Chairman of the Special General Meeting intends to vote all available undirected proxies in favour of Resolution 2. - RESOLUTION 3 – APPROVAL FOR CHANGE OF NAME
4.1 Reason for Resolution
In order to effect the Change in Company Type, the Company’s existing name must be modified so that it contains the words “Pty Ltd” instead of “Limited”.
4.2 Regulatory Requirement
Section 157 of the Corporations Act requires a company to pass a special resolution of shareholders to change its name.
Accordingly, the Company is seeking a special resolution of Shareholders to change the name of the Company to “Investorlink Group Pty Ltd”.
4.3 Recommendation and voting requirements
The Board recommend that Shareholders approve Resolution 3.
Resolution 3 is a special resolution and so requires the approval of 75% or more of the votes cast by shareholders.
The Chairman of the Special General Meeting intends to vote all available undirected proxies in favour of Resolution 3.