AUSCANN GROUP HOLDINGS LTD

ACN 008 095 207

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held in

Meeting Room 6 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia on Tuesday, 27 November 2018 at 10.00am (WST).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company

Secretary by telephone on + 61 (0)8 9561 8834.

Shareholders are encouraged to attend the Annual General Meeting or vote by lodging the Proxy Form enclosed with this Notice.

AUSCANN GROUP HOLDINGS LTD ACN 008 095 207

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of AusCann Group Holdings Ltd (Company) will be held in Meeting Room 6 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia on Tuesday, 27 November 2018 at 10.00am (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 as Shareholders on Sunday, 25 November 2018 at 10.00am (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

  • 1. Annual Report

    To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2018, which includes the Financial Report, the Directors' Report and the Auditor's Report.

  • 2. Resolution 1 - Remuneration Report

    To consider and, if thought fit, to pass without or without amendment, as a non-binding ordinary resolution the following:

    "That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum."

    Voting Prohibition

    In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

    A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

    • (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

    • (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

  • 3. Resolution 2 - Election of Director - Dr Paul MacLeman

    To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

    "That, in accordance with Article 12.7 of the Constitution, Listing Rule 14.4 and for all other purposes, Dr Paul MacLeman, a Director who was appointed on 27 September 2018, retires and, being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

  • 4. Resolution 3 - Ratification of prior issue of Placement Shares under Listing Rule 7.1

    To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

    "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26,343,412 Shares under Listing Rule 7.1 at $1.10 per Share to raise approximately $29 million on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Shares, or any of their respective associates.

    However, the Company need not disregard a vote if:

    • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

    • (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  • 5. Resolution 4 - Ratification of prior issue of Placement Shares under Listing Rule 7.1A

    To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

    "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,031,588 Shares under Listing Rule 7.1A at $1.10 per Share to raise approximately $4.4 million on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Shares, or any of their respective associates.

    However, the Company need not disregard a vote if:

    • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

    • (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  • 6. Resolution 5 - Ratification of prior issue of Placement Options

    To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

    "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,187,503 Options on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Options, or any of their respective associates.

    However, the Company need not disregard a vote if:

    • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

    • (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  • 7. Resolution 6 - Approval of Employee Securities Incentive Plan

    To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

    "That, pursuant to and in accordance with exception 9(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the establishment of the employee incentive scheme of the Company known as the "AusCann Group Holdings Ltd Employee Securities Incentive Plan" and the issue of Securities under that plan, on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast in favour of this Resolution by or on behalf of any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any of their respective associates.

    However, the Company need not disregard a vote if:

    • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

    • (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8.

Resolution 7 - Approval to increase Non-Executive Directors' Remuneration

To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

"That, for the purposes of Article 12.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the maximum total aggregate amount of fees payable to non-executive Directors to $500,000 per annum on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a Director or any of their respective associates.

However, the Company need not disregard a vote if:

  • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

  • (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibitions

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 this Resolution if:

  • (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

  • (a) the proxy is the Chair; and

  • (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

Susan Hunter

Company Secretary AusCann Group Holdings Ltd Dated: 22 October 2018

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AusCann Group Holdings Ltd. published this content on 26 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 October 2018 23:16:09 UTC