Announcement PDF Spenda Limited ABN 67 099 084 143 Notice of General Meeting Notice is hereby given that a General Meeting of Spenda Limited ACN 099 084 143 will be held at Karstens Sydney, Level 1, 111 Harrington Street, The Rocks, Sydney, 2000 on 17 September 2024 at 11:00am AEST. 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 at 14 August 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 General Meeting are those who are registered Shareholders at 5:00PM AEST on 15 September 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 Meeting affects your Shareholding and your vote is important. Voting in person To vote in person, attend the 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 By post By hand By email 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 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 1 Your Proxy instruction must be received no later than 11:00am (AEST) on 15 September 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. Agenda for the Meeting Resolution 1 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1 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, the Shareholders ratify the allotment and prior issue of 221,956,461 Placement Shares issued on 31 January 2024 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 1 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 1 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. 2 Resolution 2 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1A 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, the Shareholders ratify the allotment and prior issue of 371,018,745 Placement Shares issued on 31 January 2024 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 2 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 2 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) 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. Resolution 3 – Approval of Issue of Shares and Options 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 10.11 and for all other purposes, Shareholders approve the issue and allotment of 4,500,000 Shares and 52,265,625 Options Adrian Floate, a Director (or his 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 by or on behalf of Adrian Floate 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 3 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 3, 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. 3 Resolution 4 – Approval of Issue of Options to, Andrew Kearnan, 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 10.11 and for all other purposes, Shareholders approve the issue and allotment of 10,000,000 Options to Andrew Kearnan, a Director (or his 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 4 by or on behalf of Andrew Kearnan 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 4 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. Resolution 5 – Approval of Issue of Initial Consideration Shares for the Acquisition of Limepay Pty Ltd To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue a maximum of 204,958,678 Shares as initial consideration for the Transaction, and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of 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 an associate of that person (or those persons). However, this does not apply to a vote cast in favour of Resolution 5 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. 4 Resolution 6 – Approval of Issue of Deferred Consideration Shares for the Acquisition of Limepay Pty Ltd To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue a maximum of 303,313,656 Shares, in three separate tranches, as part consideration for the Transaction, subject to the satisfaction of the Milestones, and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of 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 an associate of that person (or those persons). However, this does not apply to a vote cast in favour of Resolution 6 by: (iv) 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 (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 votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. If you have any questions in regard to this Notice, please contact the Company Secretary at investors@spenda.co. 5 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at a General Meeting of Spenda Limited to be held at Karstens Sydney, Level 1, 111 Harrington Street, The Rocks, Sydney, 2000 on 17 September 2024 at 11:00am AEST. 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 General Meeting are set out below. Resolutions 1. Resolutions 1 and 2 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1 (Resolution 1) and ASX Listing Rule 7.1A (Resolution 2) 1.1 Background to the Placement On 29 January 2024 the Company announced a placement of 592,975,206 Shares (“Placement Shares”) to Capricorn Society Ltd (“Capricorn”) raising $7.175 million (“Placement). Capricorn is a member-based organisation established in 1974 to primarily support businesses in the automotive industry. Its current network consists of over 26,000 Members and more than 2,000 preferred Suppliers in every State and Territory in Australia and New Zealand. Capricorn’s Members purchase ~$270 million per month in parts from the approved Supplier network. In December 2023, Spenda announced a 10-year Master Services and License Agreement (MSLA) with Capricorn for the provision of software and ecommerce payments infrastructure, following the successful completion of the Foundation Stage of the Digital Services Delivery (“DSD”) initiative. Capricorn undertook an extensive due diligence process for the Placement and this cornerstone investment reflected their confidence in Spenda’s unique payments software and the Company’s earnings potential over time. The Company issued the Placement Shares at an issue price of $0.0121 per Share representing 13.75% of the Company’s issued share capital upon completion of the Placement. The issue price of $0.0121 represented a discount of approximately 9.97% to the 15-day VWAP and a discount of approximately 7.7% to the 30-day VWAP prior to the date of the announcement of the Placement (29 January 2024). The Placement Shares were issued without prior shareholder approval, utilising all the Company’s 10% placement capacity and part of the Company’s 15% placement capacity, namely 371,018,745 Placement Shares under its 10% placement capacity and 221,956,461 Placement Shares under its 15% placement capacity. There was no broker or lead manager to the placement and no capital raising fees were incurred. 6 Resolution 1 seeks the approval of Shareholders to ratify the issue of 221,956,461 Placement Shares issued pursuant to Listing Rule 7.1 for the purpose of ASX Listing Rule 7.4 and all other purposes. Resolution 2 seeks the approval of Shareholders to ratify the issue of 371,018,745 Placement Shares issued pursuant to Listing Rule 7.1A for the purpose of ASX Listing Rule 7.4 and all other purposes. 1.2 Listing Rules 7.1, 7.1A and 7.4 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. At the Company’s Annual General Meeting held on 3 November 2023 the Company sought and obtained approval of its Shareholders under ASX Listing Rule 7.1A to increase this 15% limit by an extra 10% to 25%. The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up the Company's placement capacities under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the issue of the Placement Shares. Listing Rule 7.4 provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 or 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 or 7.1A), those Equity Securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 or 7.1A. The effect of Shareholders passing Resolutions 1 and 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% and 10% placement capacity set out in Listing Rules 7.1 and 7.1A respectively without the requirement to obtain prior Shareholder approval. If Resolution 1 is passed, 221,956,461 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 1 is not passed, 221,956,461 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 221,956,461Equity Securities for the 12-month period following the issue of those Placement Shares. If Resolution 2 is passed, 371,018,745 Placement Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 2 is not passed, 371,018,745 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 371,018,745 Equity Securities for the 12-month period following the issue of those Placement Shares. The Company confirms that Listing Rule 7.1 or 7.1A was not breached at the time the Placement Shares were issued. 7 1.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares: • The Placement Shares were issued to Capricorn Society Ltd whom was not a related party of the Company or a Material Investor at the time of agreement to issue the Placement Shares. Following the issue of the Placement Shares Capricorn became a substantial shareholder of the Company holding 14.43% of the Company’s share capital. • A total of 221,956,461 Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1 (Resolution 1). A total of 371,018,745 Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1A (Resolution 2). • The Placement Shares are fully paid and rank equally in all respects with the Company's existing Shares on issue. • The Placement Shares were issued on 31 January 2024 at an issue price of $0.0121 each. • The proceeds from the issue of the Placement Shares have been or are intended to be used towards investment in product development and general working capital. 1.4 Additional information Resolution 1 and Resolution 2 are ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolutions 1 and 2. 2. Resolution 3 – Approval of Issue of 4,500,000 Shares and 52,265,625 Options to Adrian Floate, Director of the Company 2.1. Background The Company proposes to issue 4,500,000 Shares and 52,265,625 Options to the Company’s Managing Director, Adrian Floate, and/or his nominees. The Options will be exercisable at $0.0175 (1.75 cents) per Option expire 30 September 2027. As part of Mr. Floate’s incentive-based remuneration for the prior and current financial year, it is proposed that Mr. Floate be issued 4,500,000 Shares and 52,265,625 Options, the Options will be exercisable at $0.0175 per Option and expire 30 September 2027. The exercise price for the 52,265,625 Options of $0.0175 is a 94.44% premium to the current market price at the time of preparing this Notice ($0.009 as at 9 August 2024). For Mr. Floate to receive any benefit from the exercise of these Options, the Company’s share price ($0.009 as at 9 August 2024) must increase by more than 99.44%. The issue of options and/or shares to directors and executives as a form of incentive-based remuneration is common practice in listed companies and further encourages and rewards efforts by directors and executives to improve the performance of the company to the commercial benefit of all shareholders. It further aligns with interests of the executive/director with shareholders and allows the Company to remunerate, attract and retain experienced and qualified executives and directors in a competitive labour market. The Shares and Options are intended to provide remuneration that is linked to the performance of the Company in the future. The benefit would only be received from the Options upon the Share price exceeding the exercise price of the Options and thereby warranting their exercise before they are lapsed. Under the Company’s current circumstances, the Board (with Mr. Floate abstaining) consider that the incentive-based remuneration noted above, represented by the issue of the 4,500,000 Shares 8 and 52,265,625 Options, is a cost effective and efficient reward and incentive to provide, as opposed to the payment of cash compensation only. In addition, the Options may provide the Company with additional funding (if the Options are exercised). Accordingly, this Resolution seeks the required Shareholder approval to issue 4,500,000 Shares and 52,265,625 Options to Adrian Floate and/or his nominee under and for the purposes of ASX Listing Rule 10.11. 2.2. Listing Rule 10.11 ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval. A person in a position of influence for the purposes of Listing Rule 10.11 includes: (a) a related party; (b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company; (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so; (d) an Associate of a person referred to in (a) to (c) above; and (e) a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders. As Adrian Floate is a Director, he is a person in a position of influence for the purposes of Listing Rule 10.11. The proposed issue does not fall within any of the exceptions in Listing Rule 10.12, and therefore requires the approval of Shareholders under Listing Rule 10.11. To this end, this Resolution seeks the required Shareholder approval to issue 4,500,000 Shares and 52,265,625 Options to Adrian Floate under and for the purposes of Listing Rule 10.11. If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1. Accordingly, the issue of the 4,500,000 Shares and 52,265,625 Options the subject of this Resolution will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to Listing Rule 7.1. 2.3. information required by ASX Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the proposed issue of Shares and Options to Mr. Floate. If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of the Options and Shares to Mr. Floate and will then be required to renegotiate with Mr. Floate such other reasonable remuneration as may be applicable in substitution of these Options and Shares, which may include the payment of additional cash amounts, reducing the Company’s cash reserves. 2.4. Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either: 9 (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or (b) Shareholder approval is obtained prior to the giving of the financial benefit. The proposed issue of 4,500,000 Shares and 52,265,625 Options Options (which is a type of equity security, for the purposes of Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit. A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company. The Board (other than Adrian Floate who has a material personal interest in the Resolution) carefully considered the issue of these 4,500,000 Shares and 52,265,625 Options and formed the view that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Shares and Options to Adrian Floate and/or his nominee because they form part of Mr. Floate’s remuneration as an executive and officer of the Company and the remuneration is reasonable given Mr. Floate’s circumstances and the circumstances of the Company. Accordingly, approval will not be sought under Chapter 2E for the issue of the 4,500,000 Shares and 52,265,625 Options to Adrian Floate as the issue of the securities constitute ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act. 2.5. Information required by ASX Listing Rule 10.13 The following information in relation to the issue of the 4,500,000 Shares and 52,265,625 Options to Adrian Floate is provided to Shareholders for the purposes of ASX Listing Rule 10.13: (a) The allottee is Adrian Floate or his nominee. (b) Adrian Floate falls under Listing Rule 10.11.1 as a related party because he is a Director. (c) The maximum number of securities to be issued to Mr. Floate is 4,500,000 Shares and 52,265,625 Options. (d) Each Option will entitle the holder to subscribe for one Share. Options will be exercisable $0.0175 per Option and expire 30 September 2027. The 52,265,625 Options will be unlisted and otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice. The 4,500,000 Shares are ordinary fully paid shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares (ASX:SPX). (e) The securities the subject of this Resolution will be issued within 1 month from the date of the Meeting. (f) The 4,500,000 Shares and 52,265,625 Options will be offered for nil cash consideration. (g) The estimated value of the Shares and Options (Options value based on the Black Scholes methodology) as at 9 August 2024 is set out in the below table: