Thorney Opportunities : Notice of 2019 Annual General Meeting/Proxy Form

THORNEY OPPORTUNITIES LTD

ACN 080 167 264

ASX Announcement: 18 October 2019

ASX Code: TOP

THORNEY OPPORTUNITIES LTD

NOTICE OF 2019 ANNUAL GENERAL MEETING

Pursuant to ASX Listing Rule 3.17 please find following a copy of documents which have been emailed or mailed to shareholders today:

Notice of Annual General Meeting	Wednesday, 20 November 2019,
to be held:	at 9:15am AEDT at the offices of
	Ernst & Young
	Level 23, 8 Exhibition Street
	Melbourne Vic 3000
Copy of Proxy form

A copy of the Thorney Opportunities Ltd 2019 Annual Report can be downloaded from the TOP website: https://www.thorneyopportunities.com.au/annualreport2019.pdf

Please direct enquiries to:

Craig Smith

Company Secretary

Email: [e-mail]

Telephone: + 61 3 9921 7116

Website:http://thorneyopportunities.com.au/

Level 39, 55 Collins Street, Melbourne Vic 3000

Telephone + 61 3 9921 7116 Facsimile + 61 3 9921 7100

THORNEY OPPORTUNITIES LTD

ACN 080 167 264

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2019 Annual General Meeting of Thorney Opportunities Ltd (TOP or Company)will be held at:

Venue:	Ernst & Young,
	Level 23,
	8 Exhibition Street
Date:	Melbourne Vic 3000
Wednesday, 20 November 2019
Time	9:15am AEDT

AGENDA

Item 1. Financial Statements and other reports

To consider the Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2019.

Item 2. Resolution 1 - Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the 2019 Remuneration Report for the year ended 30 June 2019 be adopted."

Note: The 2019 Remuneration Report is set out in the Company's 2019 Annual Report. The vote on this resolution is advisory only and does not bind the Directors of the Company.

Item 3. Resolution 2 - Re-election of Dr Gary H. Weiss AM as director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, Dr Gary H. Weiss AM who retires by rotation in accordance with rule 7.1(g)(1) of the Company's Constitution and ASX Listing Rule 14.4, being eligible, be re-elected as a Director of the Company."

Item 4. Resolution 3 - Re-election of Mr Ashok Jacob as director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, Mr Ashok Jacob who retires by rotation in accordance with rule 7.1(g)(1) of the Company's Constitution and ASX Listing Rule 14.4, being eligible, be re-elected as a Director of the Company."

By Order of the Board

Craig Smith ACIS, CPA

Company Secretary

18 October 2019

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VOTING EXCLUSION STATEMENTS

Item 2: Resolution 1

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report ("KMP") or their closely related parties.

However, a vote may be cast on Resolution 1 by such a person as proxy for a person entitled to vote on Resolution 1 if:

• the proxy appointment is in writing and specifies how the proxy is to vote on Resolution 1; or
• the proxy is the Chairman of the meeting; and
• • the appointment does not specify the way the proxy is to vote on Resolution 1; and
  • the appointment expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the KMP.

If you appoint the Chairman of the meeting as your proxy on Resolution 1 or the Chairman is appointed your proxy by default, and you do not direct your proxy on how to vote on that resolution, you will be expressly authorising the Chairman of the meeting to exercise your proxy even if that resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

INFORMATION FOR SHAREHOLDERS ATTENDING AND VOTING AT THE AGM

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that a Shareholder is eligible to vote at the Meeting if they are registered as a holder of Shares in TOP as it appears in the Company's share register at 7.00 pm AEDT on Monday 18 November 2019.

Subject to the voting exclusions for the resolutions (set out above), on a show of hands every Shareholder has one vote and, on a poll, every Shareholder has one vote for each Share held.

Voting on all proposed resolutions at the meeting will be conducted by poll.

A personalised proxy form accompanies this Notice of Annual General Meeting. If you attend the Meeting, please bring your personalised proxy form with you. The proxy form will help you to register at the Meeting. If you do not bring your proxy form with you, you will still be able to attend and vote at the Meeting but representatives from Boardroom Pty Limited (the "Share Registry") will need to verify your identity.

Shareholder questions

If you are entitled to vote at the Meeting, you may submit written questions for the Company or the Auditor. Please ensure that your written questions are received by the Share Registry by Wednesday 13 November 2019.

Appointing proxies and powers of attorney

If you are entitled to vote at the Meeting, you can appoint a proxy or attorney to attend and to vote on your behalf. A proxy or attorney does not need to be a Shareholder in TOP and may be an individual or a body corporate.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes. Fractions of votes will be disregarded. If you wish to appoint two proxies, please contact the Share Registry on 1300 737 760 (within

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Australia) or + 612 9290 9600 (outside Australia) between 9.00am and 5.00pm AEDT to request a second proxy form. Both forms should be returned together in the same envelope if being sent by mail.

Voting by proxies

Under the Corporations Act, if the proxy form directs the proxy how to vote on a particular resolution:

• the proxy does not need to vote on a show of hands but if the proxy does vote on a show of hands, the proxy must vote as directed (subject to any voting exclusions);
• if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;
• a proxy who is not the Chairman of the meeting does not need to vote on a poll but if the proxy does vote on a poll, the proxy must vote as directed (subject to any applicable voting restrictions); and
• if the proxy is the Chairman of the meeting, the proxy must vote on a poll and must vote as directed.

Default to the Chairman of the meeting

If:

• a poll has been called on a resolution;
• a Shareholder has appointed a proxy other than the Chairman of the meeting;
• the appointment of the proxy directs the proxy how to vote on the resolution; and
• the Shareholder's proxy either:
• • does not attend the Meeting; or
  • attends the Meeting but does not vote on the resolution,

then the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that Shareholder for the purposes of voting on that resolution.

In these circumstances, the Chairman of the meeting must vote in accordance with the written direction of that Shareholder.

Lodging your proxy form

Your completed proxy form must be received by the Share Registry no later than 9:15am AEDT on Monday 18 November 2019. You can lodge your completed proxy form with the Share Registry in person, by post, by fax or online:

In person:	By post:
Boardroom Pty Limited	Thorney Opportunities Ltd
Level 12	c/- Boardroom Pty Limited
225 George Street	GPO Box 3993
Sydney, NSW 2000	Sydney, NSW 2001
By fax:	Online: www.votingonline.com.au/TOPAGM2019
Boardroom Pty Limited
[phone]

Powers of attorney

If you have appointed an attorney to attend and vote at the AGM, or if your proxy form is signed by an attorney, you must provide the power of attorney (or a certified copy of the power of attorney) to the Share Registry before 9:15am AEDT on Monday 18 November 2019, unless this document has previously been lodged with the Share Registry.

You may deliver the power of attorney to the Share Registry by mail (Thorney Opportunities Ltd

c/- Boardroom Pty Limited, GPO Box 3993, Sydney, NSW, 2001) or in person (Boardroom Pty Limited, Level 12, 225 George Street, Sydney, NSW 2000).

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Corporate representatives

A corporate Shareholder may appoint a person to act as its representative. The representative must bring a properly executed letter or other document, such as an "Appointment of Corporate Representative" confirming that they are authorised to act as a corporate representative at the AGM.

Shareholders can obtain an "Appointment of Corporate Representative" by calling 1300 737 760 within Australia or [phone] outside Australia between 9.00am and 5.00pm AEDT.

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