Straker Translations : Notice of Annual Meeting/Proxy Form

For personal use only

14 July 2022

ASX RELEASE

Straker Annual Meeting & Director Nominations

Straker Translations (ASX:STG) announces that its 2022 Annual Meeting will be held on Wednesday 24 August 2022 at 4:00pm (NZST).

In accordance with the Company's constitution and ASX Listing Rule 3.13.1, notice is provided that the closing date for receipt of nominations of persons to be considered for election as a director at the Annual Meeting must be received at the Company's registered office no later than 5:00pm (NZST) on Thursday 21 July 2022.

Authorisation

This announcement has been authorised for release by the Board of Straker Translations Limited.

Corporate:	Investors:
Grant Straker, CEO & Co-Founder	Ben Henri
E:[e-mail]	E:[e-mail]
P: [phone]	P: [phone]

David Ingram, CFO

1. [e-mail]

1. [phone]

About Straker Translations

Based in New Zealand Straker provides next generation language services supported by a state- of-the-art technology stack and robust AI layer to clients around the world. By combining the latest available technologies with linguistic expertise, Straker's solutions are scalable, cost-effective, and accurate. Through technical innovation and data analytics, Straker is a proven partner in future- proofing global communications.

For more information visit: www.strakertranslations.com

Straker Translations (STG)	Registered Address	www.strakertranslations.com
NZ Company no. 1008867	Level 2, 49 Parkway Drive	[e-mail]
ARBN: 628 707 399	Rosedale, Auckland 0632

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For personal use only

STRAKER TRANSLATIONS LIMITED

NOTICE OF ANNUAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Wednesday, 24 August 2022

Time

4.00pm NZST

Venue

The Company's Offices, Level 2, 49 Parkway Drive, Rosedale, Auckland 0632, New Zealand. The Meeting will also be held virtually via Zoom.

Your vote is important

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

Voting by proxy

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

For personal use only

NOTICE OF ANNUAL MEETING 2022

Notice is given that the Annual Meeting of Shareholders of Straker Translations Limited (Company) will be held at 4.00pm NZST on Wednesday, 24 August 2022 at the Company's Offices, Level 2, 49 Parkway Drive, Rosedale, Auckland 0632, New Zealand and virtually via Zoom.

Further details in respect of the Resolutions proposed in this Notice of Annual Meeting are set out in the Explanatory Statement accompanying this Notice. The Explanatory Statement and the Proxy Form should be read together with, and form part of, this Notice.

ATTENDING THE ANNUAL MEETING

The Annual Meeting will be held physically at the address notified in this Notice of Meeting. In addition, pursuant to section 11.1 of Straker Translation's Constitution the Company may also "hold a meeting of members at one or more venues at which, by means of audio, or audio and visual, communication all participating shareholders can simultaneously hear each other throughout the meeting." Accordingly, the Company also offers a virtual meeting option for this Meeting.

The Company has arranged for virtual attendance at the Meeting via a Zoom Webinar and you will need to register in advance for this Webinar at the link below. You will need your shareholder number during the registration process. https://strakertranslations.zoom.us/webinar/register/WN_VSvi9XRFQoGAwxYetvmOgg

After registering, you will receive a confirmation email containing information about joining the Webinar.

Q&A

You will be able to view the Meeting presentations, listen to the Meeting live and submit questions to the Chairman in real time.

Voting during the meeting

Online voting during the Meeting will be provided via the Link online voting portal available at the link below. You will need your shareholder details to login to the Link portal.

https://meetings.linkgroup.com/STG22

Attending the Meeting online enables Shareholders to view the Meeting live and to also ask questions and cast votes at the appropriate times whilst the Meeting is in progress.

Please refer to the Online Voting Guide for instructions on how to vote, which can be downloaded from the Link online platform.

AGENDA

Financial Statements and Audit Report

To receive and consider the Company's annual Financial Statements and Audit Report for the year ended 31 March 2022.

Note: The Financial Statements and Audit Report for the financial year ended 31 March 2022 will be provided before the Meeting. However, there is no requirement for the Shareholders to approve those Reports. Shareholders will be given an opportunity to ask the Directors and the Company's Auditor questions on those Reports at the Meeting.

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Resolution 1: Auditor's Remuneration

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"To record that BDO Auckland continue in office as the Company's Auditors and to authorise the Directors to fix the remuneration of BDO Auckland for the ensuing year."

Resolution 2: Election of Director - Mr Heith Mackay-Cruise

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"That, Mr Heith Mackay-Cruise be elected as a Director of the Company."

Resolution 3: Election of Director - Mr Steve Bayliss

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"That, Mr Steve Bayliss, be elected as a Director of the Company."

Resolution 4: Approval of additional 10% Placement Capacity

To consider and, if thought fit, pass the following Resolution as a Special Resolution:

"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the issue date or the date of agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."

Voting exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company)or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• A person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• The Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  o The holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Under ASX Listing Rule 14.11.1 and the notes under that rule about Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded from voting.

Resolution 5: Issue of Options to Director - Grant Straker

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 121,700 Options and the issue of underlying Shares in respect of the Options, to Grant Straker, the CEO of the Company, or his nominee(s), pursuant to the Company's 2020 LTI Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement."

Voting exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Grant Straker or a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the 2020 LTI Employee Share Option Plan, or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

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• A person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• The Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  o The holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6: Issue of Options to related party of a Director - Merryn Straker

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 43,500 Options, and the issue of underlying Shares in respect of the Options, to Merryn Straker, a related party of the Company, or her nominee(s), pursuant to the Company's 2020 LTI Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement."

Voting exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Merryn Straker or a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the 2020 LTI Employee Share Option Plan, or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• A person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• The Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  o The holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Explanatory Statement

The accompanying Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement, the Proxy Form, and Important Information form part of this Notice.

By order of the Board

Sally McDow

Company Secretary

14 July 2022

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