Announcement PDF LOCALITY PLANNING ENERGY HOLDINGS LIMITED ACN 147 867 301 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting will be held at: TIME: 11.00am (AEST) DATE: Thursday, 24th October 2024 PLACE: Locality Planning Energy Holdings Limited Bluewater Boardroom, Foundation Place Level 8, 8 Market Lane Maroochydore QLD 4558 2024 Annual Report A copy of Locality Planning Energy Holdings Limited’s 2024 Annual Report, including the financial report, directors’ report and auditors report for the year ended 30 June 2024 is available on the Company’s website at https://investorhub.localityenergy.com.au/ LOCALITY PLANNING ENERGY HOLDINGS LIMITED ACN 147 867 301 NOTICE OF ANNUAL GENERAL MEETING Thursday, 24th October 2024 Notice is hereby given that the Annual General Meeting of Shareholders (AGM) of Locality Planning Energy Holdings Limited (Company or LPE) will be held on Thursday, 24th October 2024 at 11.00am (AEST) at Locality Planning Energy Holdings Limited, Bluewater Boardroom, Foundation Place, Level 8, 8 Market Lane, Maroochydore QLD 4558. The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered at the AGM. Please ensure you read the Explanatory Statement in full. AGENDA 1. ANNUAL REPORT To receive and consider the Annual Financial Report of the Company and its controlled entities for the year ended 30 June 2024 which includes the Financial Report and the Directors' and Auditor's Reports. 2. RESOLUTION 1 – REMUNERATION REPORT To consider and, if thought fit, to pass the following Resolution as a non-binding advisory resolution: "That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 30 June 2024 be adopted." Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with Section 250R of the Corporations Act, the Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of either of the following persons: (a) A member of the Key Management Personnel, details of whose remuneration are included in the remuneration report; (b) A closely related party of such a member. A closely related party includes close family members and companies the Key Management Personnel controls. However, the Company will not disregard a vote if: (a) 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 (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, either in accordance with a direction on the Proxy Form to vote as the proxy decides or pursuant to the express authorisation detailed on the Proxy Voting Form. Locality Planning Energy Limited | Notice of Annual General Meeting Page 2 of 18 3. RESOLUTION 2 – RE-ELECTION OF MR. SIMON TILLEY To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Simon Tilley who retires in accordance with Clause 14.2 of the Company's Constitution, and being eligible, be elected as a director of the Company.” The Board, with Mr. Tilley abstaining, recommends the Shareholders vote in favour of this resolution. 4. RESOLUTION 3 – APPROVAL TO ISSUE SECURITIES UNDER THE EMPLOYEE INCENTIVE PLAN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to 8,000,000 securities under the Company’s Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is eligible to participate in the employee incentive plan, or any associates of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by 5. • a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the 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 the directions given by the beneficiary to the holder to vote in that way. RESOLUTION 4 – INCREASE IN NON-EXECUTIVE DIRECTOR POOL To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That for the purpose of ASX Listing Rule 10.17 and clause 14.8 of the Company’s Constitution, the aggregate amount of remuneration that may be paid in any financial year commencing on or after 1 July 2024 to the Company’s non-executive Directors be increased by $200,000 from $250,000 to $450,000.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any director of LPE or any of their associates. However, this does not apply to a vote cast in favour of a 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 Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 3 of 18 • 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. 6. RESOLUTION 5 - APPROVAL FOR ADDITIONAL SHARE PLACEMENT CAPACITY To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve giving the Company an additional ten percent (10%) capacity to issue equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” The Board recommends the Shareholders vote in favour of this resolution. Voting Exclusion: The Company will disregard any votes cast on this Resolution by 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 shares in the Company). However, this does not apply to a vote cast in favour of a 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. Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 4 of 18 NOTES Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting eligibility 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 7.00pm on 22 October 2024. Voting in person To vote in person, attend the 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 no later than 48 hours before the commencement of the meeting which is 11.00am (AEST) on Tuesday, 22nd October 2024. Proxies received after this time will not be effective for the scheduled meeting. Completed Proxy Forms may be lodged: By mail to: Locality Planning Energy Holdings Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia By fax to: +61 2 9287 0309 In Person* at: Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 * during business hours Monday to Friday (9.00am – 5.00pm) and subject to public health orders and restrictions. Online: By following the instructions on our Investor Centre website Login via https://investorcentre.linkgroup.com Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services. 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 • 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. Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 5 of 18 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: ➢ the proxy is not recorded as attending the meeting; or ➢ 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. Proxy Voting by the Chairman The Chairman of the meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given express voting direction to the Chairman to exercise the undirected proxy. If you complete a proxy form that authorises the Chair of the meeting to vote on your behalf as proxy, and you do not mark any of the boxes as to give the Chair directions on how your vote should be cast, then you will have been taken to have expressly authorised the Chairman to exercise your proxy on resolutions 1 to 5 inclusive. In accordance with this express authority provided by you, the Chairman will vote in favour of resolutions 1 to 5 inclusive. If you wish to appoint the Chairman of the meeting as your proxy, and you wish to direct them on how to vote, please tick the appropriate boxes on the form. Questions and Comments from Shareholders In accordance with the Corporations Act, reasonable opportunity will be given to Shareholders to ask about or make comments on the financial statements for the year ended 30 June 2024 and the management of the Company at the AGM. Similarly, Shareholders will be given a reasonable opportunity to ask the Company’s external auditors, Bentleys, questions relevant to the accounting policies adopted by the Company in relation to the financial report, the conduct of the audit, the independence of the auditor in relation to the conduct of the audit and the preparation and content of the Auditor’s Report. Shareholders may also submit written questions to the Company or the auditor in advance of the AGM by email to the Company Secretary at investors@localityenergy.com.au. Questions must be received by the Company no later than five (5) business days before the AGM. Dated: 18 September 2024 By order of the Board Elissa Hansen, Company Secretary Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 6 of 18 A N N UA L G E N E R A L M E E T IN G E X P LA N ATO RY STAT E M E N T This Annual General Meeting (AGM) Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the AGM. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the General Meeting Resolutions. 1. ANNUAL REPORT 1.1 General The first agenda item is to receive the Annual Report of the Company for the year ended 30 June 2024. 1.2 Corporations Act Section 317 of the Corporations Act 2001 (Cth) requires the directors to lay before the Annual General Meeting the Financial Report, the Directors' Report (including the Remuneration Report) and the Auditor's Report for the last financial year that ended 30 June 2024. The Annual Report is available on the Company’s website and a printed copy has been sent to those shareholders who requested it. In accordance with sections 250S and 250SA of the Corporations Act, Shareholders present at the Annual General Meeting will be provided with a reasonable opportunity to: (a) (b) ask questions or make comment to the Directors present on the management of the Company and Remuneration Report; and ask questions or make comment to the Auditor about the conduct of the audit and the preparation and content of the Auditor's Report. No formal resolution to adopt the Annual Report will be put to the Shareholders at the Annual General Meeting. Shareholders who are unable to attend the Annual General Meeting are able to submit written questions to the Chairman or the auditor about: (a) (b) (c) (d) The preparation and the content of the 2024 Auditor's Report; The conduct of the 2024 audit; Accounting policies adopted by the Company in relation to the preparation of the 2024 financial statements; and The independence of the Auditor in relation to the conduct of the 2024 audit. The questions will need to be submitted no later than five (5) business days before the Annual General Meeting to the Company Secretary at the Company's Registered Office or via email to investors@localityenergy.com.au. Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 7 of 18 2. RESOLUTION 1 – REMUNERATION REPORT 2.1 General In accordance with Section 250R(2) of the Corporations Act, at a listed company's Annual General Meeting, a resolution that the Company’s Remuneration Report be adopted must be put to the vote. Section 250R(3) of the Corporations Act provides that the vote on the resolution is advisory only and does not bind the Directors or the Company. In accordance with Section 300A, the Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Remuneration Report is part of the Directors’ Report contained in the Annual Financial Report for the financial year ending 30 June 2024. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. 2.2 Voting Consequences Under the Corporations Act, companies are required to put to shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (“Spill Resolution”) if, at two consecutive Annual General Meetings, at least 25% of the votes cast on the Remuneration Report are voted against the adoption of the Remuneration Report and at the first of those Annual General Meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those Annual General Meetings. If more than 50% of votes are cast in favour of a Spill Resolution, the Company must convene a shareholder meeting (“Spill Meeting”) within 90 days of the second Annual General Meeting. At that meeting, all directors who were in office at the time of the Directors’ Report, other than the managing director, will cease to hold office immediately before the Spill Meeting. Those persons who are elected or re-elected at the Spill Meeting will be the directors of the company. Note those directors who ceased to hold office immediately prior to the Spill Meeting may stand for re-election. At the 2023 Annual General Meeting, the adoption of the remuneration report was approved by 96.80% of votes by shareholders who voted on the resolution. Accordingly, a Spill Resolution is not required at this AGM. Shareholders of the Company will be provided with the opportunity to ask questions about or make comments on the Remuneration Report. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR 3.1 General In accordance with ASX Listing Rule 14.5, a public listed company must hold an election of directors at each annual general meeting. Further, in accordance with ASX Listing Rule 14.4 and the Company’s Constitution, a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment and a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting. All directors were elected at the 2023 AGM. Mr. Simon Tilley retires by rotation at this AGM. 3.2 Mr. Simon Tilley Mr. Tilley was appointed as a Non-Executive Director by the Board on 17 May 2023 and reelected at the 2023 AGM. Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 8 of 18 Mr. Tilley has been working in the hospitality industry for over 30 years starting his career in the USA and has been focusing his attention solely on hotels since 1996. Simon is a passionate and focused business owner whose knowledge and experience allows him to continually raise the bar in customer experience. Mr. Tilley is the Company’s largest shareholder and his appointment as a director, further strengthens and aligns the Board with all shareholders’ interests. 4. RESOLUTION 3 – APPROVAL TO ISSUE SECURITIES UNDER THE EMPLOYEE INCENTIVE PLAN Resolution 3 seeks Shareholder approval for the issue of up to 8.0 million securities under Company’s employee equity incentive scheme titled Employee Incentive Plan over a three (3) year period in accordance with ASX Listing Rule 7.2 (Exception 13(b)). ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. ASX Listing Rule 7.2 (Exception 13(b)) provides that ASX Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three (3) years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to ASX Listing Rule 7.1. Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to ASX Listing Rule 7.2 (Exception 13(b)) (in this case 7.7 million securities). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting. 4.1 Technical information required by Listing Rule 14.1A If Resolution 3 is approved, the Company will be able to issue up to 8.0 million securities under the Employee Incentive Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12-month period. For the avoidance of doubt, the Company must seek Shareholder approval under ASX Listing Rule 10.14 in respect of any future issues of securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained. If Resolution 3 is not approved, the Company will be able to proceed with the issue of securities under the Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the issue of the securities. 4.2 Additional Information Shareholders should note that: a. the maximum number of securities to be issued under the Plan in the three (3) year period following the date of this Meeting is 8 million. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately; b. 5,956,887 securities have been issued under the Plan since it was approved by Shareholders at the 2022 Annual General Meeting. Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 9 of 18 The objective of the Equity Incentive Plan is to attract, motivate and retain key employees. A summary of the key terms and conditions of the Plan is set out in Appendix A. In addition, a copy of the Employee Incentive Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Equity Incentive Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns. 5. RESOLUTION 4 – INCREASE IN NON-EXECUTIVE DIRECTOR POOL 5.1 General ASX Listing Rule 10.17 provides that a listed entity must not increase the total aggregate amount of directors’ fees payable to all of its Non-executive Directors without shareholder approval. Clause 14.7 of the Company’s Constitution also provides that the amount of remuneration payable to Directors (excluding salaries to executive Directors) will not exceed the sum determined by Shareholders in a general meeting. It is proposed to increase the maximum total annual remuneration pool for non-executive Directors by $200k, from $250k t0 $450k per annum. The initial pool to be paid to Directors was set in 2015. The Board is seeking Shareholder approval to increase the current remuneration pool cap for the following reasons: c. an increase of the remuneration pool will give the Company flexibility with regards to the appointment of additional Directors; d. to enable the company to maintain remuneration arrangements that are marketcompetitive, so it can attract and retain high calibre individuals as Non-executive Directors; e. to provide for Non-executive Directors’ fees to grow in the future to reflect market trends in the longer term. The fees payable to Non-executive Directors are reviewed annually by the Board. Details of the remuneration of each Non-executive Director are set out in the Remuneration Report. The Company does not pay retirement benefits to Non-executive Directors other than superannuation. Although an increase in the renumeration pool is being sought, it does not imply that the full amount will be used. The remuneration pool is a maximum annual limit and does not indicate that fees will necessarily be increased up to that limit. The Company issued 1,000,000 Unlisted Options to Mr. Barnaby Egerton-Warburton in April 2022 under ASX Listing Rule 10.11 and 3.5 million Performance Rights to each of Mr. Justin Pettett and Mr. Damian Glanville in November 2022. Messrs Egerton-Warburton, Pettett and Glanville all resigned as Directors of the Company in February 2024. No securities have been issued to date to the current directors however, there are two resolutions being put to this meeting, Resolutions 5 and 6, to issue unlisted options to Messres Tilley and Kolenc in consideration for their directors’ fees. 5.2 Technical information required by Listing Rule 14.1A If Resolution 4 is approved by Shareholders, the remuneration pool will increase to $450k. Locality Planning Energy Holdings Limited | Notice of Annual General Meeting Page 10 of 18 If Resolution 4 is not approved, the remuneration pool will remain at $250k and the Board will not have the flexibility described above and any future Non-executive Directors appointments and fees will need to be assessed within the current remuneration arrangements. 6. RESOLUTION 5 - APPROVAL FOR ADDITIONAL SHARE PLACEMENT CAPACITY 6.1 General Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% (Additional Placement Capacity). An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. Locality Planning Energy Holdings Limited is an eligible entity for these purposes. Resolution 7 seeks shareholder approval by way of special resolution for LPE to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval, should the need arise. As a special resolution at least 75% of votes cast by Shareholders eligible to vote at the meeting must be in favour of the resolution for it to be passed. 6.2 Technical information required by Listing Rule 14.1A If resolution 7 is approved, LPE will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval. If resolution 7 is not approved, LPE will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1. 6.3 ASX Listing Rule 7.3A Requirements Pursuant to ASX Listing Rule 7.3A, the issue price for each security issued under the Additional Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class over the 15 trading days on which trades in that class were recorded immediately before: • the date on which the price at which the securities are to be issued is agreed by the entity and the recipient of the securities; or • if the securities are not issued within 10 trading days of the date above, the date on which the securities are issued. The issue of equity securities under the Additional Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in the table below). There is also the risk that: • the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Annual General Meeting; and • the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date. Locality Plannin