Beroni : Notice of Annual General Meeting

BERONI GROUP LIMITED ACN 613 077 526

NOTICE OF ANNUAL GENERAL MEETING

TIME:	12:00pm AEST
DATE:	31 May 2022
PLACE:	Level 16, 175 Pitt Street, Sydney NSW 2000 Australia

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 ([phone]

CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	19
Schedule 1 Proposed Amended Director Option Terms and Conditions	20
Schedule 2 Proposed Amended Exercise Prices and Vesting Conditions (Performance
Milestones)	22
Schedule 3 Proposed Amended Constitution	23
Proxy Form	Enclosed
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12:00pm AEST on 31 May 2022 at Level 16, 175 Pitt Street, Sydney NSW 2000 Australia.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined that pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 7:00pm AEST on 29 May 2022.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above. Voting at the Meeting will be conducted by a poll.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return it by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

•

•

each member has a right to appoint a proxy; the proxy need not be a member of the Company; and

•

a member 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

• • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes 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); and

•

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; and

•

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:

• o the proxy is not recorded as attending the meeting;

• o 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.

BUSINESS OF THE MEETING

• 1. FINANCIAL STATEMENTS AND REPORTS

  To receive and consider the annual financial report of the Company for the financial year ended 31 December 2021 together with the declaration of the Directors, the Directors' Report and the auditor's report.

• 2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

  "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 attached to this notice of Annual General Meeting for the financial year ended 31 December 2021."

  Note: Pursuant to section 250R(3) of the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

  Voting Exclusion Statement:

  A vote on this Resolution must not be cast by or on behalf of a member of the Company's Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

  • a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution; or

  • b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Company's Key Management Personnel.

• 3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR LIBING GUO

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

  "That Mr Libing Guo, having been appointed as a director on 3 November 2016, retires in accordance with clause 20.2 of the constitution and, having offered himself for re-election and being eligible, is re-elected as a director."

• 4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR -DR ZHINAN YIN

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

  "That Dr Zhinan Yin, having been appointed as a director on 1 July 2018, retires in accordance with clause 20.2 of the Constitution and, having offered himself for re-election and being eligible, is re-elected as a director."

• 5. RESOLUTION 4 - RE-ELECTION OF DIRECTOR - DR JOHN CHIPLIN

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

  "That Dr John Chiplin, a Director appointed to fill a casual vacancy, retires in accordance with clause 19.4 of the Constitution and, having offered himself for re-election and being eligible, is re-elected as a Director."

• 6. RESOLUTION 5 - AMENDMENT TO TERMS OF DIRECTOR OPTIONS

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

  "That, for the purposes of section 195(4) of the Corporations Act, and for all other purposes, approval is given to vary the terms of the 10,250,000 Director Options issued to Messrs Boqing (Jacky Zhang), Hai Huang, Libin Guo, Yap Ting (Peter) Wong, Richard Buchta, Chen Chik (Nicholas) Ong and Dr Zhinan Yin (or their nominees) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

  A voting exclusion statement is set out below.

  Voting Exclusion Statement

  The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of the holder of the Director Options or any of their associates. However, the Company need not disregard a vote cast on this Resolution if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

  Further, a person appointed as a proxy musty 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 the

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

  However, the above prohibition does not apply if the proxy is the Chair and 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.

• 7. RESOLUTION 6 - REINSTATEMENT OF PROPORTIONAL TAKEOVER APPROVAL PROVISIONS

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

  "That, the proportional takeover provisions contained in clause 13 of the Company's Constitution, be reinstated for a period of three years commencing on the date this Resolution is passed pursuant to section 648G of the Corporations Act."

PROXIES

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder.

Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Shareholder.

To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company not less than 48 hours prior to commencement of the Meeting.