Announcement PDF Forbidden Foods Limited info@forbiddenfoods.com.au Level 1/678 Victoria http://www.forbiddenfoods.com.au/ Street, RICHMOND, VIC 3121ACN: ACN 616 507 334 Forbidden Foods Limited Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form Friday, 29 November 2024 11.00am (AEDT) Address Level 16/452 Flinders St, Melbourne VIC 3000 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. Contents Venue and Voting Information 2 Notice of Annual General Meeting – Agenda and Resolutions 4 Notice of Annual General Meeting – Explanatory Statement 7 Glossary 15 Proxy Form Attached Important Information for Shareholders about the Company’s 2024 AGM This Notice is given based on circumstances as at 28 October 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.forbiddenfoods.com.au/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website. Venue and Voting Information The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am (AEDT) on Friday, 29 November 2024 at Level 16/452 Flinders St, Melbourne VIC 3000 (Meeting). To be able to hold this Meeting at a physical venue, the Company is relying upon s249R(a) of the Corporations Act. Shareholders are encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary at bill@visioncorp.com.au at least 48 hours before the AGM. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. Voting in person To vote in person, attend the Annual General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 2 Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtualagms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 3 Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Shareholders of Forbidden Foods Limited ACN 616 507 334 will be held at 11.00am (AEST) on Friday, 29 November 2024 at Level 16/452 Flinders St, Melbourne VIC 3000 (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEDT) on Wednesday, 27 November 2024. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Ordinary business Financial statements and reports “To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.” Note: This item of ordinary business is for discussion only and is not a resolution. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the afore mentioned reports during consideration of these items. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 4 Resolutions Remuneration Report 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an 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 contained in the Company’s Annual Financial Report for the financial year ended 30 June 2024.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution. Re-election of Directors 2. Resolution 2 – Election of Albert Cheok as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Mr Albert Cheok, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” 3. Resolution 3 – Election of Mr Nathan Quailey as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Mr Nathan Quailey, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 5 4. Resolution 4 – Election of Mr Daniel Rootes as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Mr Daniel Rootes, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” ASX Listing Rule 7.1A (Additional 10% Capacity) 5. Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities 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, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) a 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 (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BY ORDER OF THE BOARD Bill Pavlovski Company Secretary Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 6 Explanatory Statement This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.00am (AEDT) on Friday, 29 November 2024 at Level 16/452 Flinders St, Melbourne VIC 3000 (Meeting). The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the Annual General Meeting are set out below. Agenda Ordinary business Financial statements and reports In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report. In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.forbiddenfoods.com.au. No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company. Written questions of the auditor If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting. Please note that all written questions must be received at least five business days before the Meeting, which is by Friday, 22 November 2024. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 7 Resolutions Remuneration Report Resolution 1 – Adoption of Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at www.forbiddenfoods.com.au. However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2025 Annual General Meeting (2025 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2025 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2025 AGM. All of the Directors who were in office when the 2025 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting. The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation. Voting Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1. Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution. Directors’ Recommendation The Directors have not made a recommendation on this Resolution. The Chair intends to vote all directed proxies in favour of this Resolution. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 8 Re-election and Election of Directors Resolution 2 – Election of Mr Albert Cheok as Director The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following AGM and is then eligible for re-election. ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next AGM and is then eligible for election as a Director of the Company. Mr Albert Cheok was appointed as an additional Director of the Company on 1 January 2024 and has since served as a Director of the Company. Under this Resolution, Mr Albert Cheok seeks election as a Director of the Company at this AGM. Mr Cheok is a senior business executive who brings a unique level of experience and strategic insight from a distinguished 42-year career in monetary policy, financial services and equity capital markets, including successful roles in fast-moving consumer goods (FMCG) industry. From 2002 to 2017, Mr Cheok held the role of Chairman of Auric Pacific Group, which he led to become the largest listed food conglomerate in Singapore. From 2006 to 2017, Mr Cheok was also Chairman of the Board of First REIT Singapore. In 2016, he was awarded the top REIT fund manager in Asia in 2016 after unit holders of First REIT received dividends on an average annual yield in excess of 22% for nine consecutive years. In Australian markets, Mr Cheok was the founding Chairman of 5G Networks which listed on the ASX in 2018 before merging with WebCentral in 2021. In policy, Mr Cheok held the role of Chief Manager (now titled Assistant Governor) of the Reserve Bank of Australia (RBA) from October 1988 to September 1989, before becoming the Commissioner of Banking in Hong Kong. He was subsequently made an Executive Director of the Hong Kong Monetary Authority from April 1993 to May 1995. Mr Cheok’s decorated career in global financial markets, alongside his demonstrated track record of building long-term, sustainable growth in the FMCG sector, underpinned the Board’s decision to appoint him as Chairman and oversee Forbidden Foods’ strategy for a step-change in growth over the coming years. Directors’ Recommendation The Directors (excluding Mr Albert Cheok) recommend that Shareholders vote for this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 9 Resolution 3 – Election of Mr Nathan Quailey as Director The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following AGM and is then eligible for re-election. ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next AGM and is then eligible for election as a Director of the Company. Mr Nathan Quailey was appointed as an additional Director of the Company on 1 January 2024 and has since served as a Director of the Company. Under this Resolution, Mr Nathan Quailey seeks election as a Director of the Company at this AGM. Mr Quailey is a senior advertising executive who currently serves as Chief Growth Officer of multinational advertising & marketing agency Ogilvy. Prior to his appointment as Chief Growth Officer, Mr Quailey was General Manager (Australia) from October 2012 to December 2023, where he oversaw one of the most successful periods in the agency’s history and managed over 500 staff across multiple states. During that time he spearheaded several strategic growth initiatives underpinned by strong budget development practices, and delivered industry recognised campaigns for a number of large domestic and international beverage companies. His career experience is ideally suited to guiding the direction of Forbidden Foods’ broader marketing initiatives for the growing Blue Dinosaur product range as the Company expands distribution across global markets. Forbidden Foods will also leverage Mr Quailey’s extensive marketing experience to explore a renewed corporate profile. Directors’ Recommendation The Directors (excluding Mr Nathan Quailey) recommend that Shareholders vote for this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution. Resolution 4 – Election of Mr Daniel Rootes as Director The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following AGM and is then eligible for re-election. ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next AGM and is then eligible for election as a Director of the Company. Mr Daniel Rootes was appointed as an additional Director of the Company on 27 September 2024 and has since served as a Director of the Company. Under this Resolution, Mr Daniel Rootes seeks election as a Director of the Company at this AGM. Mr Rootes is a co-founder of OMG. As an experienced investment advisor with JP Equity Partners, Mr Rootes also brings an informed strategic perspective which leverages his experience and extensive networks in equity capital markets. The Directors look forward to working with Mr Rootes at Board level to guide the strategic direction of the Company post-acquisition. Directors’ Recommendation The Directors (excluding Mr Daniel Rootes) recommend that Shareholders vote for this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 10 ASX Listing Rule 7.1A Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities 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 add an additional 10% capacity. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million). As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $5.17 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn. This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval. If this Resolution 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 this Resolution is not passed, the Company will not be able to access the additional 10% capacity 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. Information Required by ASX Listing Rule 7.3A The following information is provided to Shareholder for the purposes of Listing Rule 7.3A. Period for which the approval will be valid An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following: (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained; (b) the time and date of the entity’s next annual general meeting; and (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). Minimum price at which the equity securities may be issued under Listing Rule 7.1A Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration. The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 11 Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue. As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the future growth of the Company, including: • to accelerate sales with key retailers and drive brand awareness, in the Australian and selected international markets, for the Company’s leading range of Blue Dinosaur & OMG healthy snack food & beverage products; and • to assist with the strategic build-up of Blue Dinosaur and OMG inventory holdings to fulfil future purchase orders. Risk of economic and voting dilution to existing ordinary Securityholders If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted. There is a risk that: (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date; which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A. The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2: Potential Dilution and Funds Raised Variable “A” ASX Listing Rule 7.1A.2 $0.008 50% decrease in issue price $0.016 issue price(b) $0.032 100% increase in issue price 57,222,347 57,222,347 57,222,347 $457,779 $915,558 $1,831,115 85,833,520 85,833,520 85,833,520 $686,668 $1,373,336 $2,746,673 “A” is the number of shares on issue,(a) being 10% voting dilution(c) 572,223,468 Shares Funds raised “A” is a 50% increase in shares on issue, being 10% voting dilution(c) 858,335,202 Shares Funds raised “A” is a 100% increase in shares on issue, being 10% voting dilution(c) 11,444,694 11,444,694 11,444,694 1,144,446,936 Shares Funds raised $915,558 $1,831,115 $3,662,230 Notes: Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 12 (a) Based on the total number of fully paid ordinary Shares on issue as at 28 October 2024. (b) Based on the closing price of the Company’s Shares on ASX as at 28 October 2024. (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A. (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement. (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1. Allocation policy for issues under Listing Rule 7.1A The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including: (a) (b) (c) (d) (e) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period; the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan); the potential effect on the control of the Company; the Company’s financial position and the likely future capital requirements; and advice from the Company’s corporate or financial advisors. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to deter