Announcement PDF Spenda Limited ABN 67 099 084 143 Notice of 2024 Annual General Meeting Notice is hereby given that the 2024 Annual General Meeting of Spenda Limited ACN 099 084 143 will be held in the Conference Room at Karstens Sydney, Level 1, 111 Harrington Street, The Rocks, Sydney, 2000 on 21 November 2024 at 2:00pm AEDT. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. This Notice is given based on circumstances as at 16 October 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform (ASX code: SPX) and on the Company’s website at https://investors.spenda.co. Shareholders are urged to monitor the ASX announcements platform and the Company’s website for any updates. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5:00PM AEDT on 19 November 2024. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Voting The business of the Annual General Meeting affects your Shareholding and your vote is important. Voting in person To vote in person, attend the Annual General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online By post By hand By email lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form. Automic, GPO Box 5193, Sydney NSW 2001 Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received no later than 2:00pm (AEDT) on 19 November 2024, being at least 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the Proxy Form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the Proxy Form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry. b. Agenda for the Meeting Financial statements and reports The Meeting will consider the financial statements and reports of the Company including the income statement, balance sheet, statement of changes in equity, cash flow statement, the notes to the financial statements, the Directors’ declaration and the reports of the Directors and Auditors for the financial year ended 30 June 2024. While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports. A representative of Company’s auditor, HLB Mann Judd (WA Partnership), will be present at the Meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies, and the independence of the auditor. The Company’s 2024 Annual Report can be viewed online at and on the ASX announcements platform www.asx.com.au (ASX code: SPX) and the Company’s website https://investors.spenda.co. 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 purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2024.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the Chair to vote “against”, or to abstain from voting on, this Resolution. Resolution 2 – Re-election of Howard Digby as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Howard Digby, a Director who retires by rotation in accordance with the Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director, is so re-elected effective immediately.” Resolution 3 – Election of Andrew Kearnan as a Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Andrew Kearnan, a Director appointed by the Board, retires in accordance with the Constitution and ASX Listing Rule 14.4, and being eligible offers himself for election as a Director, is so elected effective immediately.” Resolution 4 – Issue of Remuneration-Sacrifice Shares to Peter Richards, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholder approval is given for the Company to issue up to 4,419,600 Director’s Remuneration Shares to Peter Richards, a Director (or his nominee) under the Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or (b) an Associate of that person or those persons, 3 and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of Resolution 4 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Resolution 5 – Issue of Remuneration-Sacrifice Shares to Adrian Floate, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholder approval is given for the Company to issue up to 7,200,000 Director’s Remuneration Shares to Adrian Floate, a Director (or his nominee) under the Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (c) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or (d) an Associate of that person or those persons, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of Resolution 5 by: (iv) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or 4 (v) the Chair 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 (vi) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if: (c) (d) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (b) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Resolution 6 – Approval of Issue of Options to Capricorn Society Ltd To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of 100,000,000 Options to Capricorn Society Ltd, a substantial shareholder of the Company (>10%) (or its nominee) on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Capricorn Society Ltd and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of this Resolution 6 if it is cast by: a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or the Chair 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 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. 5 Resolution 7 – Appointment of Auditor To consider and if thought fit to pass the following resolution as a Ordinary Resolution: “That pursuant to and in accordance with section 327B of the Corporations Act and for all other purposes, William Buck Audit (Vic) Pty Ltd, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor of the Company, be appointed as auditor of the Company on the terms and conditions in the Explanatory Statement.” Resolution 8 - ASX Listing Rule 7.1A Approval of Future Issue of Securities 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, the 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 prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) 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 Company); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 8 by: (i) 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 (ii) the Chair 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6 2. Determination of voting entitlement For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a shareholder and the holder of Shares if that person is registered as a holder of those Shares at 5:00pm AEDT on 19 November 2024. 3. Votes Voting on each resolution will be by way of a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. 4. Proxies A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Shareholder. To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company, by mail at Automic GPO Box 5193, Sydney NSW 2001, in person Level 5, 126 Phillip Street Sydney NSW 200, by email at meetings@automicgroup.com.au or online at https://investor.automic.com.au/#/loginsah by 48 hours prior to commencement of the Meeting. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business. Subject to the voting restrictions set out in the Voting Exclusion Statements, the Chairperson will vote undirected proxies on, and in favour of Resolutions 1 to 8. If the proxy is the Chairman, the Chairman can also vote undirected proxies on Resolutions 1, 4, 5 and 6, provided that proxy form expressly authorises the Chairman to vote on Resolutions 1, 4, 5 and 6 even though Resolutions 1, 4, and 5 are connected with the remuneration of key management personnel (KMP) and Resolution 6 is connected to the issue of Options to a substantial shareholder (>10%). 7 A form of proxy accompanies this Notice. 5. Questions and Comments by Shareholders A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting. A reasonable opportunity will be given for Shareholders to ask questions of the Company’s external auditor, HLB Mann Judd. These questions should relevant to: (a) the conduct of the audit; (b) the preparation and contents of the audit report; (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and (d) the independence of the auditor in relation to the conduct of the audit. Shareholders may also submit a written question to HLB Mann Judd if the question is relevant to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2024. Relevant written questions for the auditor must be received by the Company no later than 2:00pm AEDT on 14 November 2024. A representative of HLB Mann Judd will provide answers to the questions at the Meeting. If you have any questions in regard to this Notice, please contact the Company Secretary at investors@spenda.co. 8 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2:00 pm (AEDT) on Thursday, 21 November 2024 at Karstens Sydney, Level 1, 111 Harrington Street, The Rocks, Sydney, 2000 on 21 November 2024 at 2:00pm AEDT (2024 AGM). The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the Annual General Meeting are set out below. Agenda Ordinary business Financial statements and reports In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report. In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Annual Financial Report unless specifically requested to do so, Shareholders may view the Annual Financial Report on its website at https://investors.spenda.co and the ASX website www.asx.com.au ASX code: SPX. No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company. The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the: • Conduct of the audit; • Preparation and content of the Auditor’s Report; • Accounting policies adopted by the Company in relation to the preparation of the financial statements; and • Independence of the auditor in relation to the conduct of the audit. 9 Written questions of the auditor If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report to the Company’s auditor, please send your question to the Company Secretary at investors@spenda.co. A list of qualifying questions will be made available at the Meeting. Please note that all written questions must be received at least five business days before the Meeting, being by 14 November 2024. Resolutions 1. Resolution 1– Adoption of Remuneration Report 1.1. Background In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Annual Financial Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://investors.spenda.co and the ASX website www.asx.com.au (ASX code: SPX). However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2025 Annual General Meeting (2025 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2025 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2025 AGM. All of the Directors who were in office when the 2025 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting. The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to the KMP (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation. 1.2. Voting Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1. Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution. 10 1.3. Directors’ Recommendation The Board is not making a recommendation for this Resolution. Where permitted, the Chair intends to vote all undirected proxies in favour of this Resolution. 2. Resolution 2 – Re-election of Howard Digby as Director 2.1. Background In accordance with the Constitution and ASX Listing Rules, Howard Digby, a Director retires and offers himself for re-election as a Director. The Company’s Constitution requires that there must be an election of directors at each annual general meeting of the Company. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election. Mr Howard Digby will retire by rotation at this Meeting. ASX Listing Rule 14.4 provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer (excluding the Managing Director). ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting. Howard Digby was appointed a Director of the Company on 30 July 2019 and was last reelected as a Director at the 2021 AGM. Under this Resolution, Mr Howard Digby has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM. Howard is a professional business leader with wide ranging international experience across a variety of industries and markets and has a proven track record in starting and growing businesses. Howard’s recent director experience includes exposure to disruptive early stage technology, Israeli based provision of high security and bandwidth data voice and video communications technology, IT services, including cloud migration and cybersecurity, cloudbased application software in the healthcare sector, and a Silicon Valley based next generation memory technology. Howard holds a Bachelor of Engineering (Hons), Mechanical Major from the University of W.A. 2.2. Directors’ recommendation The Directors (Howard Digby abstaining) recommend that Shareholders vote in favour of this Resolution. 3. Resolution 3 – Election of Andrew Kearnan as Director 3.1. Background In accordance with the Constitution, Andrew Kearnan, a Director appointed by the Board as an additional Director of the Board on 29 May 2024 retires and offers himself for election as a Director. 11 ASX Listing Rule 14.4 also provides that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity. Under this Resolution, for the purposes of clause 10.6 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Andrew Kearnan (an additional Director appointed by the Board during the year) retires, and being eligible, seeks election as a Director at this AGM. Mr Kearnan is currently a Director of Teachers Mutual Bank Limited (Deputy Chair), PetSure Australia Limited (Chair), UniMutual Limited (Chair) and Nimble Money Limited. Mr Kearnan has held senior, executive or non-executive director positions at leading financial service sector and investment market businesses like Bank of America, Merrill Lynch, Commonwealth Bank of Australia, Hollard Insurance and RACQ. He is a past Member of the Australian Accounting Standards Board and was consistently rated as one of Australia's top equity market research analysts in the financial service sector during an 18year investment banking career. His corporate advisory business has provided financial, strategic and capital markets advice to financial service companies across the maturity spectrum, including ASX listed companies. He is the nominated director of the Company’s major shareholder, Capricorn Society Limited, and his appointment was fully endorsed by the Spenda Board. 3.2. Directors’ recommendation The Directors (Andrew Kearnan abstaining) recommend that Shareholders vote in favour of this Resolution. 4. Resolutions 4 and 5 – Issue of Remuneration-Sacrifice Shares to Peter Richards (Resolution 4) and Adrian Floate (Resolution 5), Directors of the Company 4.1. Background Background Directors, Peter Richards and Adrian Floate, have agreed to reduce their cash remuneration through the issue of Shares in lieu of that cash remuneration. The Company has accordingly agreed, subject to Shareholder approval to allot and issue Shares (Related Party Shares) to Peter Richards and Adrian Floate pursuant to the Company’s Employee Securities Incentive Plan (Plan) and on the terms and conditions set out below. The purpose of the proposed issue of the Related Party Shares is to provide Share-based remuneration in lieu of what would otherwise have been cash remuneration due and payable to these Dire