Echoice : 12/05/2016 – Notice of Extraordinary General Meeting and Proxy Form PDF

efc65ced-0f85-4404-bb44-c4fb043d2dd8.pdf eChoice Limited ABN 43 002 612 991 Notice of Extraordinary General Meeting Explanatory Memorandum Proxy Form

for a meeting of the shareholders of eChoice Limited (ABN 43 002 612 991) to be held at

Level 4, 60 Carrington Street, Sydney, NSW 2000 on

Thursday, 16 June 2016, at 10.00 am

This Notice of Extraordinary General Meeting and Explanatory Memorandum should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

CONTENTS
Chairman's Letter	3
Notice of General Meeting (setting out the proposed Resolutions)	4
Explanatory Memorandum (explaining the proposed Resolution)	5
Glossary Proxy Form	12 Back of document
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (Sydney time) on Thursday, 16 June 2016 at Level 4, 60 Carrington Street, Sydney, New South Wales.

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General Meeting affects your shareholding in the Company and your vote is important.

VOTING IN PERSON

To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

• the Company's offices at Level 5, 55 Mountain Street, Ultimo, NSW, 2007; or

• by facsimile on [phone]; or

• by facsimile on (within Australia) 1800 783 447 or (outside Australia) [phone]; or

• by mail to Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Victoria 3001 Australia or using the enclosed reply paid envelope; or

• you may also submit your proxy form online at www.investorvote.com.au. You will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) which is printed in the attached proxy form.

Please note that the Proxy Form must be received by the Company not later than 10.00am (Sydney time) on 14 June 2016. Proxy Forms received later than this time will be invalid.

Please note that the Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of the proposed resolution.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the Extraordinary General Meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Extraordinary General Meeting.

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 7.00pm (AEST) on 14 June 2016 shall, for the purposes of determining voting entitlements at the Extraordinary General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Chairman's Letter

Fellow Shareholders

As outlined in the Company's half year results ending 31 December 2015, the Company is in a period of continued transformation and business consolidation. We believe that prospects for the Company's core business are strong; however those prospects continue to be hindered by the lack of liquidity in the Company's shares, an inability to raise capital due to balance sheet concerns and the need to undertake a restructuring of the business in the spotlight of being a listed business.

As a Shareholder in the Company, I recognise the concern of all Shareholders at the depressed performance of our share price. Given the extent to which the Company has been constrained by the issues raised above, the Board has reconsidered the value of the Company remaining a listed public company on the ASX. The Board has reviewed available options and is now proposing a resolution to delist the Company from the ASX, as set out in the attached Notice of Extraordinary Meeting.

Following the delisting, the Board intends that the Company will remain an unlisted public company. In the Board's opinion, this is more cost effective and will allow the Company the space it requires to develop into a more mature and profitable business.

The Board fully understands the ramifications that this may have on many Shareholders and did not take this decision without due consideration. However, the Board believes the Delisting is in the best interests of the Company given the limited benefits the Company is currently receiving by remaining listed on the ASX.

A Notice of Meeting and Explanatory Memorandum is set out on the following pages.

We would encourage you to attend the meeting on 16 June 2016 and vote on this important matter. If you are not able to attend in person, we encourage you to appoint a proxy to vote on your behalf.

Your Directors' recommendation

Your Directors unanimously recommend that you VOTE IN FAVOUR of the proposed resolution. On behalf of the Directors, I thank you for your continued support of the Company.

Yours faithfully

Greg Pynt

Chairman

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting of the Shareholders of eChoice Limited (ABN 43 002 612 991) (Company) will be held at Level 4, 60 Carrington Street, Sydney, New South Wales on Thursday, 16 June 2016 commencing at 10.00am (Sydney time) to consider and, if thought fit, to pass the Resolution set out below.

Terms used in this Notice of Extraordinary General Meeting (Notice of Meeting) and accompanying Explanatory Memorandum are defined in the Glossary to the Explanatory Memorandum.

The Explanatory Memorandum forms part of this Notice of Meeting and describes the matters to be considered at the Extraordinary General Meeting.

SPECIAL BUSINESS

1. RESOLUTION - DELISTING FROM AUSTRALIAN SECURITIES EXCHANGE (ASX)

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

"That, for the purpose of ASX Listing Rule 17.11 and for all other purposes, shareholders approve the Company's removal from the official list of ASX on a date to be decided by ASX (being a date no earlier than one month after the date this resolution is passed), and that the directors of the Company be authorised to do all things reasonably necessary to give effect to the delisting of the Company from ASX".

Further information in relation to the business referred to above is included in the Explanatory Memorandum.

By order of the board of directors of eChoice Limited

Dustine Pang Company Secretary

Sydney

12 May 2016