Announcement PDF FINBAR GROUP LIMITED ACN 009 113 473 NOTICE OF ANNUAL GENERAL MEETING TIME: 11.00am (WST) DATE: Wednesday 18 October 2023 PLACE: Finbar Group Limited Offices Level 6, 181 Adelaide Terrace East Perth WA 6004 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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6211 3300. CONTENTS Business of the Meeting (setting out the proposed Resolutions) 5 Explanatory Statement (explaining the proposed Resolutions) 7 Glossary 11 Proxy Form - Enclosed IMPORTANT INFORMATION Time and place of Meeting Notice is given that the Annual General Meeting will be held at 11.00am (WST) on Wednesday, 18 October 2023 at: Finbar Group Limited Offices Level 6, 181 Adelaide Terrace East Perth WA 6004 Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting eligibility The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on Monday, 16 October 2023. Voting in person To vote in person, attend the Meeting at the time, date, and place set out above. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. 2023-10-18 Notice of Meeting AGM2023.doc 2 Shareholders and their proxies should be aware that in accordance with the Corporations Act: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details on these requirements are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and • if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and • the appointed proxy is not the chair of the meeting; and • at the meeting, a poll is duly demanded on the resolution; and • either of the following applies: ➢ the proxy is not recorded as attending the meeting; or ➢ the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 2023-10-18 Notice of Meeting AGM2023.doc 3 Return of Proxies To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am (WST) on 16 October 2023. Any proxy form received after that time will not be valid for the scheduled meeting. Online At www.investorvote.com.au By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile Scan the QR Code on your proxy form and follow the prompts Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions Webinar Broadcast of AGM The Meeting will be broadcast live via webcast to give all stakeholders unable to travel the opportunity to watch and observe the meeting proceedings and company presentation. To watch the webcast please visit www.meetfinbar.com.au to register and obtain the webcast link. No registrations will be accepted after 9.00am on the morning of the meeting Shareholders participating in the webcast will not be able to ask questions or vote during the webcast, therefore Shareholders are encouraged to ask any questions they may have at least 48 hours prior to the meeting by clicking the ‘ask a question’ link at www.meetfinbar.com.au. Shareholders will not be able to vote live via the webcast system, therefore the Company encourages Shareholders not attending in person to vote by submitting a valid proxy in accordance with the instructions above for your vote to be counted. 2023-10-18 Notice of Meeting AGM2023.doc 4 BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the directors, the director’s report, the Remuneration Report, and the Auditor’s Report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes 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 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: 3. (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TERENCE PEH To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Terence Peh, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 2023-10-18 Notice of Meeting AGM2023.doc 5 4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR RONALD CHAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Ronald Chan, a Director, retires, and being eligible, is re-elected as a Director.” 5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR ELDON WAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Eldon Wan, a Director, retires, and being eligible, is re-elected as a Director.” Dated: 15 September 2023 By order of the Board Edward Guy Bank Company Secretary 2023-10-18 Notice of Meeting AGM2023.doc 6 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the directors, the directors’ report, the Remuneration Report, and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.meetfinbar.com.au. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences In accordance with the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. 2023-10-18 Notice of Meeting AGM2023.doc 7 Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that Annual General Meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 2.4 Proxy voting restrictions Shareholders appointing a proxy for this Resolution should note the following: Proxy Directions given No directions given Key Management Personnel1 Vote as directed Unable to vote3 Chair2 Vote as directed Able to vote at discretion of Proxy4 Other Vote as directed Able to vote at discretion of Proxy Notes: Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member. 1 2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member). Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution. 3 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions. 4 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TERENCE PEH ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third Annual General Meeting following the director’s appointment or 3 years, whichever is the longer. Clause 13.2 of the Constitution provides that: (a) subject to clause 17.4, at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (to be rounded at the discretion of the Directors), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election; (b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots; 2023-10-18 Notice of Meeting AGM2023.doc 8 (c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and (d) in determining the number of Directors to retire, no account is to be taken of: (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or (ii) a Managing Director, each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation. Accordingly, Mr Terence Peh, who has served as a director since 24 April 2018, and was last re-elected on 19 October 2021, retires by rotation, and seeks re-election. 4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR RONALD CHAN ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third Annual General Meeting following the director’s appointment or 3 years, whichever is the longer. Clause 13.2 of the Constitution provides that: (a) subject to clause 17.4, at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (to be rounded at the discretion of the Directors), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election; (b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots; (c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and (d) in determining the number of Directors to retire, no account is to be taken of: (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or (ii) a Managing Director, each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation. 2023-10-18 Notice of Meeting AGM2023.doc 9 Accordingly, Mr Ronald Chan, who has served as a director since 24 February 2017, and was last re-elected on 20 October 2020, retires by rotation, and seeks reelection. 5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR ELDON WAN ASX Listing Rule 14.4 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. Clause 13.4 of the Constitution provides that: The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Accordingly, Mr Eldon Wan having been appointed as Director on the 31 January 2023 retires and seeks re-election. 2023-10-18 Notice of Meeting AGM2023.doc 10 GLOSSARY $ means Australian dollars. Annual General Meeting means the meeting convened by the Notice. ASIC means the Australian Securities & Investments Commission. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires. ASX Listing Rules means the Listing Rules of ASX. Board means the current board of directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means the chair of the Meeting. Company means Finbar Group Limited (ACN 009 113 473). Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Explanatory Statement means the explanatory statement accompanying the Notice. Meeting means the meeting convened by the Notice. Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form. Proxy Form means the proxy form accompanying the letter sent by the Company to Shareholders dated 15 September 2023. Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of a Share. WST means Western Standard Time as observed in Perth, Western Australia. 2023-10-18 Notice of Meeting AGM2023.doc 11