Announcement PDF Pure Foods Tasmania Ltd 100 -104 Mornington Rd (ACN 112 682 158) Mornington TAS 7018 ASX: PFT +61 3 6231 4233 www.purefoodstas.com ASX Announcement 25 October 2023 AGM Notice of Meeting Please find attached letter to shareholders, Notice of Meeting (including Explanatory Memorandum) and sample Proxy Form for the Pure Foods Tasmania Limited annual general meeting to be held on 24 November 2023. Also provided under separate lodgement is the 2023 Annual Report. Copies of the relevant documents can also be found at: https://purefoodstas.com/investors/ For further information, please contact: Justin Hill Company Secretary jh@purefoodstas.com +61 418 578 701 About Pure Foods Tasmania (PFT) Pure Foods Tasmania Pty Ltd was formed in 2015 with the aim to enhance and promote Tasmania’s premium food and beverage businesses. PFT’s strategy is to develop new premium products within our existing brands and in the plant-based food market, to acquire complementary brands and businesses and to increase our market penetration and distribution for our suite of brands and products globally. PFT’s suite of brands and businesses include Woodbridge Smokehouse, Tasmanian Pate, Daly Potato Co, Pure Tasmanian Seafood, Lauds Plant Based Foods, New Pastures and Cashew Creamery. purefoodstas.com Pure Foods Tasmania Ltd (ACN 112 682 158) 100 -104 Mornington Rd Mornington TAS 7018 +61 3 6231 4233 www.purefoodstas.com 23 October 2023 Dear Shareholder ANNUAL GENERAL MEETING – NOTICE & PROXY FORM Pure Foods Tasmania Limited (ACN 112 682 158) (ASX: PFT) (Company) invites you to attend the Annual General Meeting (Meeting) of shareholders to be held at Royal Yacht Club of Tasmania, on Marieville Esplanade, Sandy Bay, Hobart in Tasmania on Friday 24 November 2023 commencing at 11.00am (AEST). The Board has made the decision that it will hold a physical Meeting. Accessing Electronic Meeting Notice The Notice of Meeting can be viewed and downloaded from the following link: https://purefoodstas.com/investors/ and has also been lodged on the Australian Securities Exchange (ASX). Those shareholders who receive their company communications in the post will therefore receive a printed copy of this announcement and their personalised proxy form. Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company’s share registry, Automic Pty Ltd, with links directing them to the Notice of Meeting and the online voting portal. The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who cannot attend the Meeting to lodge their proxy forms no later than 11.00am on 22 November 2023. Any proxy voting instructions received after that time will not be valid for the Meeting. Notice of rights of members in connection with certain documents The Company gives notice pursuant to section 110K of the Corporations Act of the rights of members (Shareholder) to: • elect to receive or not receive certain documents; and • make requests to be sent certain documents in physical or electronic form. Documents The Company is required to send the following documents to Shareholders, and Shareholders are entitled to receive: • documents that relate to a meeting of Shareholders, such as a notice of meeting or proxy or voting forms; • the Annual Report (comprising the financial report, directors’ report and auditor’s report for the relevant financial year); and • a notice of members’ rights under section 110K of the Corporations Act (such as this notice), unless the notice is readily available on a website, together with any other documents prescribed by relevant regulations, (collectively, the Documents). Pure Foods Tasmania Ltd (ACN 112 682 158) 100 -104 Mornington Rd Mornington TAS 7018 +61 3 6231 4233 www.purefoodstas.com Your right to make an election Each Shareholder is entitled to: • elect to be sent Documents in either physical form or electronic form; and • elect not to be sent the Annual Report (and any other documents prescribed by the relevant regulations), by notifying the Company of the election. A Shareholder may make an election in relation to all Documents or a specified class(es) of Documents. The Company encourages all Shareholders to receive communications electronically both to ensure that you stay informed and reflecting our commitment to minimising paper usage. In addition to any election, a Shareholder is also entitled to request the Company to send a particular Document to the Shareholder in physical form or in electronic form. Notifying the Company of your election or request You can make your election and/or request by contacting our share registry directly at: website: www.investor.automic.com.au phone: 1300 288 664 (within Australia) +61 (0)2 9698 5414 (Overseas) email: hello@automicgroup.com.au If you are unable to access any of the important Meeting documents online, please contact Phil Excell on (03) 6231 4233 or via email at pexcell@purefoodstas.com. This announcement is authorised for market release by the Board of Directors. Yours faithfully Justin Hill Company Secretary Pure Foods Tasmania Limited (ACN 112 682 158) NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Pure Foods Tasmania Limited (ACN 112 682 158) (Company) will be held at the Royal Yacht Club of Tasmania, on Marieville Esplanade, Sandy Bay, Hobart in Tasmania on Friday 24 November 2023 at 11.00am (AEDT). This Notice of Annual General Meeting and Explanatory Statement 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. If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form. Further details in respect of each of the resolutions proposed in this Notice of General Meeting (Notice of Meeting) are set out in the Explanatory Memorandum accompanying this Notice of Meeting. Details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice. 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 as Shareholders of the Company on 22 November 2023 at 11.00am (AEDT). Terms and abbreviations used in the Notice are defined in the definitions section. AGENDA Financial Report, Directors Report and Auditors Report To receive and consider the financial report of the Company and the reports of the Directors and auditors prepared in accordance with the Corporations Act 2001 for the year ending 30 June 2023, which includes the Financial Reports, the Directors' Reports and the Auditor's Reports. Neither the Corporations Act 2001 nor the Company’s constitution requires a voter of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting. Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: "That the Remuneration Report as contained in the Company’s Annual Report be adopted and approved by Shareholders for the year ended 30 June 2023 on the terms and conditions in the Explanatory Memorandum." Note – (a) (b) In accordance with section 250R of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this Resolution (see Explanatory Notes for details). Resolution 2 – Re-election of Mr Kenneth Bruce Fleming as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, Kenneth Bruce Fleming who retires at this AGM as a Director by rotation in accordance with rule 7.2(b)(iv) of the Constitution and Listing Rule 14.5, and who is eligible for re-election, be re-elected as a Director of the Company” Details of Kenneth Bruce Fleming are set out in the Explanatory Memorandum to this Notice of Meeting. Resolution 3 – Approval of Employee Securities Incentive Plan To consider and, if thought fit, to pass, with or without amendment, each as an ordinary resolution the following: “That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the employee incentive scheme of the Company known as the "2023 Pure Foods Tasmania Limited Employee Securities Incentive Plan" and the issue of Securities under that plan, the terms of which are summarised in the Explanatory Memorandum.” Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details). Resolution 4 - Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: "That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum." Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details). By Order of the Board Justin Hill Company Secretary Pure Foods Tasmania Limited 23 October 2023 2 PURE FOODS TASMANIA LIMITED ACN 112 682 158 EXPLANATORY MEMORANDUM 1. Introduction This Explanatory Memorandum has been prepared for the information of the shareholders of Pure Foods Tasmania Limited (ACN 112 682 158) (Company) in connection with the resolutions to be considered at the Annual General Meeting to be held at Royal Yacht Club of Tasmania, on Marieville Esplanade, Sandy Bay, Hobart, Tasmania on Friday 24 November 2023 commencing at 11.00am (AEDT). The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of General Meeting. This Notice and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: 2. Section 1 Introduction Section 2 Action to be taken by Shareholders Section 3 Financial Report, Directors Report and Auditors Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Director Section 6 Resolution 3 - Approval of Employee Securities Incentive Plan Section 7 Resolution 4 – Approval of 10% Placement Facility Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Proxies (a) Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and 3 encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (ii) a proxy need not be a member of the Company; and (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. (b) 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: (c) (i) 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 (ii) 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: (i) 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; (ii) the appointed proxy is not the chair of the meeting; (iii) at the meeting, a poll is duly demanded on the resolution; and (iv) either 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. 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2023. There is no requirement for Shareholders to formally resolve to approve the Annual Reports. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at the Company's ASX announcements portal; (b) ask questions about, or comment on, the management of the Company; and 4 (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (d) the preparation and content of the Auditor's Report; (e) the conduct of the audit; (f) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (g) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. 4 Resolution 1: Remuneration Report 4.1 Background The Remuneration Report for the financial year ended 30 June 2023 is included in the Company’s 2023 Annual Report and sets out the Company’s remuneration arrangements for Key Management Personnel (including Directors). In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with subsection 250R(3) of the Corporations Act, this resolution is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the subsequent annual general meeting, this may result in the re-election of the Board. The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report. This resolution is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of this resolution. If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on this resolution, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 5 Pure Foods Tasmania values shareholder feedback and the Board and the Board Nomination and Remuneration Committee will take the outcome of the vote into account when considering future remuneration policies. 4.2 Voting exclusion In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) 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; or (b) a Closely Related Party of such a member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. 4.3 Directors’ Recommendation The Board unanimously recommend that Shareholders vote FOR this resolution. 5 Resolution 2: Re-election of Kenneth Bruce Fleming as a Director 5.1 Background Clause 7.2(b) of the Company’s Constitution and ASX Listing Rule 14.5 provides there must be an election of Directors at each annual general meeting of the Company. No Director is currently required to resign. Therefore, clause 7.2(b)(iv) provides that if no person or Director is standing for election or re-election in accordance with the Constitution, any Director may retire and stand for reelection. Accordingly, Kenneth Fleming has offered to retire and stand for re-election. Mr Fleming was appointed to the Board as the Non-Executive Director on 28 April 2020. Set out below is background information in relation to the skills and experience of Mr Fleming. Mr Fleming is an experienced Company Director having held roles over a diverse range of industry backgrounds. Mr Fleming has extensive experience in capital markets and has held senior roles at Deutsche Bank (including Director; Global Co-ordinator – Telecommunications Technology), James Capel Australia and Tricom (Head of Research). He has also worked in the Australian public service and at KPMG. Mr Fleming is a Director of Castray Capital Pty Ltd and previously a director of Tasmanian Oyster Company Ltd (previously Shellfish Culture Limited) and TasmaNet (ICT company). He holds an honours degree in economics and post graduate qualifications in economics and finance and is also a Fellow of the Financial Services Institute of Australasia (FFIN). 5.2 Directors’ Recommendation The Board (with Kenneth Bruce Fleming abstaining), unanimously recommend that Shareholders vote FOR this resolution. 6 6 Resolution 3: Adoption of Employee Securities Incentive Plan 6.1 General The Company’s current Employee Securities Incentive Plan (2020 ESIP) was approved by Shareholders at its annual general meeting on 30 January 2020. The Company notes that there have been no changes to the 2020 ESIP since its approval. Under Listing Rule 7.2 (exception 13(b)) for issues under an employee incentive scheme not to count to count towards the 15% capacity to issue share capital in a 12 month period without shareholder approval, shareholder approval of the employee incentive scheme is required: (a) every 3 years; or (b) if there is a material change to the terms of an approved employee incentive scheme. As the 2020 ESIP was approved at its annual general meeting on 30 January 2020, shareholder approval needs to be refreshed. The 2020 ESIP also requires updating to reflect the replacement of ASIC Class Order [CO 14/1000] (Class Order) and ASIC Class Order [CO 14/1001] with a new Division 1A in Part 7.12 of the Corporations Act in relation to employee share schemes, as amended by the ASIC Corporations (Employee Share Schemes Instrument 2022/1021) (2023 ESIP Plan). Resolution 3 seeks Shareholders' approval for the purposes of ASX Listing Rule 7.2, exception 13 to adopt the 2023 ESIP Plan. Under the 2023 ESIP Plan, the Board may offer to eligible ESS participants the opportunity to subscribe for such number of Securities in the Company as the Board may decide and on the terms set out in the rules of the 2023 ESIP Plan, a summary of the key terms and conditions of which is in Schedule 1. In addition, a copy of the 2023 ESIP Plan is available for review by shareholders at the registered office of the Company until the date of the Meeting. A copy of the 2023 ESIP 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. Resolution 3 is an ordinary resolution. 6.2 Listing Rules 7.1 and 7.2, exception 13(b) 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. Listing Rule 7.2, exception 13(b) provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1. If Resolution 3 is passed, the Company will be able to issue Equity Securities under the 2023 ESIP Plan to eligible participants over a period of 3 years without using the Company's 15% annual placement capacity under Listing Rule 7.1. However, any future issues of Equity Securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time. If shareholder approval in accordance with Listing Rule 7.2, (Exception 13(b)) is not granted under this Resolution 3, the shareholder approval of the 2020 ESIP at the 30 January 2020 annual general meeting will remain in full force and effect. Accordingly, if shareholder approval under Item 3 is not obtained: 7 (a) grants under the 2023 ESIP Plan after 24 November 2023 or the 2020 ESIP on or after 30 January 2023 will count towards the 15% annual placement limit; and (b) grants under the 2020 ESIP before 30 January 2023 will not count towards the 15% annual limit. If Shareholder approval is not granted under this Resolution 3, the Board may need to consider alternative remuneration arrangements which are consistent with the Company’s remuneration principles, including providing an equivalent cash long term incentive subject to the risk of forfeiture, performance conditions and performance period. 6.3 Specific information required by Listing Rule 7.2, exception 13 Pursuant to and in accordance with Listing Rule 7.2, exception 13, the following information is provided in relation to the 2023 ESIP Plan: (a) the material terms of the 2023 ESIP Plan are summarised in Schedule 1 of this Explanatory Memorandum; (b) 471,684 securities have been issued to employees under the 2020 ESIP. As at 10 October 2023 no securities have been issued under the 2023 ESIP Plan; (c) the maximum number of Equity Securities proposed to be issued under the 2023 ESIP Plan following approval shall not exceed 5% of the Company's Equity Securities on issue at the annual general meeting, subject to adjustment in the event of an alteration in capital and further subject to the applicable rules and regulations of all regulatory authorities to which the Company is subject, including ASX; and (d) Based on the number of Equity Securities on issue on 10 October 2023 (being 109,995,016), 5% equates to either 5,499,751 shares. 6.4 Voting exclusion 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 2023 ESIP Plan or an associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 3 by: (a) 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 (b) 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 (c) a holder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: 6.5 (i) 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 (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Directors’ Recommendation The Board, unanimously recommend that Shareholders vote FOR the approval of the 2023 Employee Securities Incentive Plan. 8 7. Resolution 4 7.1 Background Approval of 10% Placement Facility Broadly speaking, and subject to a number of exceptions, ASX 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. However, under Listing Rule 7.1A an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (10% Placement Facility). 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. The Company is an eligible entity for these purposes. The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1. Resolution 4 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 0(f) below). If resolution 4 is passed, the Company 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 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder 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. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 as set out below: (A x D) – E Where: A is the number of Shares on issue 12 months before the date of agreement or issue: (A) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2 (other than under exception 9, 16, or 17 of Listing Rule 7.2); (B) plus the number of fully paid Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: • • (C) plus the number of fully paid Shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where: • • D the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4, the agreement was entered into before the commencement of the relevant period; or the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4. (D) plus the number of fully paid Shares issued in the 12 months with Shareholder approval under Listing Rules 7.1 and 7.4. This does not include any issue of Shares under the Company's 15% annual placement capacity without Shareholder approval; and (E) plus the number of partly paid shares that became fully paid in