Faster Enterprises : Notice of Annual General Meeting/Proxy Form

For personal use only

FASTER ENTERPRISES LIMITED

ACN 604 113 206

NOTICE OF ANNUAL GENERAL MEETING

FOR YEAR 2021

Notice is given that the Meeting will be held at:

TIME:	1:30 pm (AEDST)
DATE:	Wednesday 9th March 2022
PLACE:	RSM - F21/55 Collins Street, Melbourne Vic 3000
	Automic Registry Services, Company Auditors and
	Lawyers to be in attendance

The business of the Meeting affects your shareholding, and your vote is important.

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.

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 1:30 pm (AEDST) on Monday 7th March 2022.

Note: The Company's 2021 Annual Report can be accessed on the Company's website at:

www.fasterenterprises.com.au

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IMPORTANTINFORMATION

VOTING IN PERSON

To vote in person, attend the Annual General 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 in 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.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone]

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

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 the ASX declares is not a business day.

Chair means the chairperson of the Meeting.

Company means Faster Enterprises Limited (ACN 604 113 206).

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.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Online Proxy Voting.

Proxy Form means the proxy form accompanying the Notice.

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Related Parties has the meaning set out in Business of the Meeting Resolution 1 under voting prohibition b).

Resolutions means the resolutions set out in the Notice, or any of them, as the context requires. Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of the Share.

AEDST means Australian Eastern Daylight Savings Time as observed in Melbourne Victoria.

BUSINESS OF THE MEETING

AGENDA - ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of directors, the directors' report, the remuneration report, and the auditor's report (available at www.fasterenterprises.com.au)

Note: There is no requirement for Shareholders to approve these reports.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and if thought fit, pass the following resolution as a non-bindingresolution:

"That for the purpose 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 2021."

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 any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

3. RESOLUTION 2 - RE-ELECTION OF Mr Soon Huat (Adam) Leow

The listing rules require that the Director to retire at the Annual General Meeting is the Director who has been longest in office since the last election.

Mr Leow therefore retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a director of the Company. The Directors (excluding Mr Leow) recommend that you vote in favour of this ordinary resolution.

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

"That for the purposes of the Company's Constitution, ASX Listing Rule 14.4 and for all

other purposes, Mr Soon Huat (Adam) Leow, a director, retires, and being eligible, is re-elected as a director."

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4. RESOLUTION 3 - RE-ELECTION OF Mr Harry Hong

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

"That for the purposes of clause 20.1(c) of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Harry Hong, a Director who was appointed as an additional Director of the Company on 30 November 2020 and since the last annual general meeting of the Company, retires, and being eligible, is re-elected as a Director."

5. RESOLUTION 4 - RE-ELECTION OF Mr Guorong Hu

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

"That for the purposes of clause 20.1(c) of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Guorong Hu, a Director who was appointed as an additional Director of the Company on 18 December 2020 and since the last annual general meeting of the Company, retires, and being eligible, is re-elected as a Director."

6. RESOLUTION 5 - RE-ELECTION OF Mr Liang Chen

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

"That for the purposes of clause 20.1(c) of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Liang Chen, a Director, who was appointed as an additional Director of the Company on 18 December 2020 and since the last annual general meeting of the Company, retires, and being eligible, is re-elected as a Director."

SPECIAL BUSINESS

7. RESOLUTION 6 - APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

To consider, and if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval be given for the issue of up to 10% of the Company's share capital calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement".

Voting Exclusion:

In accordance with the requirements of Listing Rule 14.11, the Company will disregard any votes cast on this Resolution 6, by:

1. a person who may participate in any proposed issue associated with this Resolution 7 and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and
2. any associate of that person.

Dated: 8th February 2022

By order of the Board

Executive Director/Chairman

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the 2021 Annual General Meeting.

In addition, this Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether to pass the Resolutions.

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will be the receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors' report, the remuneration report and the auditor's report.

The Company's audited annual financial report is available on its website at

www.fasterenterprises.com.au

2. RESOLUTION 1 - REMUNERATION REPORT

The vote on this, the Remuneration Report, with or without amendment, is advisory only and does not bind the Directors or the Company. The resolution is a non-bindingresolution.

The chair will allow shareholders the opportunity to ask questions on the report.

3. RESOLUTION 2 - RE-ELECTIONOF DIRECTOR - Mr Soon Huat (Adam) Leow. The listing rules require that the Director to retire at the Annual General Meeting is the Director who has been longest in office since the last election.

Mr Soon Huat (Adam) Leow therefore retires by rotation in accordance with the Company's Constitution and being eligible, offers himself for re-election as a director of the Company. The Directors (excluding Mr Soon Huat (Adam) Leow) recommend that you vote in favour of this ordinary resolution.

Resolution 2 in accordance with Clause 20.1(c) of the Constitution and ASX Listing Rule 14.4 and for all other purposes, Mr Soon Huat (Adam) Leow, a director, retires, and being eligible, is with Shareholder's approval re-elected as a director.

4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - Mr Harry Hong

The Constitution allows the Directors to appoint at any time a person to be a director to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be considered in determining the Directors who are to retire by rotation (if any) at that meeting.

Resolution 3 in accordance with Clause 20.1(c) of the Constitution and ASX Listing Rule 14.4 and for all other purposes, Mr Harry Hong a director, retires, and being eligible, is with Shareholder's approval re-elected as a director.

Mr Hong an Australian Resident is an entrepreneur with over 30 years of experience in sales, construction, and property industry. He has complimentary businesses based in Australia and China and has an extensive network in the Asia Pacific Region.

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