2026 AGM Notice of Meeting, Letter of Access and Proxy
Released
Released
Announcement PDF
Cryosite Ltd (ABN: 86 090 919 476) | 13a Ferndell Street, South Granville NSW 2142 | t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com
MARKET RELEASE
Cryosite Limited (ASX: CTE)
21 September 2026
Annual General Meeting Notice of Meeting
Cryosite Limited (ACN 090 919 476) (ASX: CTE) (Cryosite or Company) advises the Annual General
Meeting of Shareholders of the Company will be held on Thursday 22 October 2026 at 11:00am
AEDT at Thomson’s offices at Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3004.
In accordance with the Corporations Act 2001 (Cth) (Act) in relation to electronic notice of meetings,
the Notice of Meeting (Notice) is being made available to Shareholders electronically and can be
viewed and downloaded from:
- The Company’s website at: https://investorhub.cryosite.com/announcements; or
- The Company's ASX market announcements platform at www.asx.com.au (ASX:CTE)
Further instructions are set out in the Notice which is attached to this release.
In order to receive electronic communications, shareholders are encouraged to contact the share
registry, Automic Group, via the details below:
• Visit: www.automicgroup.com.au
• Email: hello@automic.com.au
• Telephone: (Within Australia) 1300 288 664 (Outside Australia) +61 2 9698 5414
Authorised for lodgement by the Board of the Company.
—END—
About Cryosite
Cryosite is a unique Australian company and a world-class specialist in providing outsourced clinical
trial and biological depot services.
Established in 2000, Cryosite is highly experienced in clinical trial logistics. Our team is comprised of
highly qualified scientists and clinical trials experts who ensure complex clinical trials are conducted
with seamless efficiency and safety.
We manage the importation, receipt, storage, distribution and reverse logistics of specialised
ambient, cold, frozen, ultra-frozen, liquid nitrogen clinical trial, pharmaceutical and biological
products. Cryosite’s third party depot services are professional, reliable and compliant; our people
are experts in their respective fields and are approachable, ethical and responsive to clients’ needs.
Cryosite Ltd (ABN: 86 090 919 476) | 13a Ferndell Street, South Granville NSW 2142 | t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com
To learn more, please visit our website or Cryosite’s Investor Hub.
South Granville: Headquarters
• 13a Ferndell Street, South Granville, NSW,
2142
• Building Area: ~1,800sqm
• GMP, GWP licensed
• Services include Clinical Trial and Biological:
o Storage
o Importation
o Receipt
o Labelling
o Distribution
o Secondary packaging
o Reverse logistics
o Expiry extension
Auburn: Secondary Facility
• 100-104 Adderley Street West, Auburn,
NSW, 2144
• ~15 minutes’ drive from South Granville
• Building Area: ~2,100sqm (clearance 9.1m)
• Services include:
o Clinical Trial and Biological service
expansion
o Medical devices
o Reverse logistics
o Pallet storage
• Talk to us about your requirements -
contact@cryosite.com
All Registry communications to:
Automic
Group GPO
Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: CTE
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21 September 2026
Upcoming Annual General Meeting of Shareholders
Dear Shareholder,
Cryosite Ltd ACN 090 919 476 (ASX: CTE or “the Company”), advises the 2026 Annual General Meeting will be held in person at
Thomsons’ offices at Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 on Thursday 22 October 2026, at 11am
(Melbourne time) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and
downloaded by shareholders of the Company (Shareholders) from the Company’s website at
https://investorhub.cryosite.com/announcements or the Company's ASX market announcements platform at www.asx.com.au
(ASX: CTE)
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021
Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have
already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664
(within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at hamish.george@bio101.com
Copies of all Meeting related material including the Notice and the Company's Annual Report, are available to download from the
Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the
Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the
Company’s website.
Authorised for ASX release by the Company Secretary.
Online
scan the QR code
below using your
smartphone
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the
instructions:
1. Login to the Automic website using the holding details as shown on the Proxy Form.
2. Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown as shown at the top of
your holding statement.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 1
CRYOSITE LIMITED
ACN 090 919 476
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting (AGM or Meeting) of Shareholders of Cryosite Limited
(Cryosite or the Company) will be held:
Date: Thursday, 22 October 2026
Time: 11.00am (Melbourne time)
Venue: Thomsons, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000
The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters
to be considered at the AGM. The Explanatory Memorandum, the Entitlement to Attend and Vote Section and
the Proxy Form are part of this Notice of Meeting.
The business of the Meeting is as follows:
A. CONSIDERATION OF REPORTS
To receive and consider the Company’s Financial Report, the Directors' Report and the Independent Auditor's
Report for the financial year ended 30 June 2026.
All Shareholders can view the Annual Report which contains the Annual Financial Report, the Directors’ Report
and the Independent Auditor’s Report for the year ended 30 June 2026 on the Company’s ASX page at:
https://www.asx.com.au/markets/company/CTE
B. QUESTIONS AND COMMENTS
Following consideration of the Reports, the Chair will give Shareholders attending the Meeting a reasonable
opportunity to ask questions about, or comment on, the Reports and the management of the Company.
The Chair will also give Shareholders a reasonable opportunity to ask the Company’s Auditor questions relevant
to:
a) the conduct of the audit;
b) the preparation and content of the Independent Auditor’s Report;
c) the accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
d) the independence of the Auditor in relation to the conduct of the audit.
The Chair will also give the Auditor a reasonable opportunity to answer written questions submitted by
Shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit.
All Shareholders present at the Meeting will have a reasonable opportunity to ask questions during the AGM.
Shareholders who prefer to register questions in advance of the AGM are invited to do so by emailing the
Company Secretary at hamish.george@bio101.com.
To allow time to collate questions and prepare answers, please submit any questions by no later than 5.00pm
(Melbourne time) on Thursday, 15 October 2026.
Questions received in advance of the AGM by email will be collated and, during the AGM, the Chair will seek to
address as many of the more frequently raised topics as possible. However, there may not be sufficient time
available at the AGM to address all topics raised. Please note that individual responses will not be sent to
Shareholders.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 2
C. ITEMS FOR APPROVAL
Resolution 1. Adoption of Remuneration Report
To consider and, if thought fit, to pass with or without amendment, the following as a non–binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act, the Company’s Remuneration Report
for the financial year ended 30 June 2026, as set out in the Directors’ Report, is adopted.”
Please note that, in accordance with section 250R(3) of the Corporations Act, the vote on this resolution is
advisory only and does not bind the Directors or the Company.
Resolution 2. Issue of Options – Mr. Andrew Kerr
To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary
resolution:
"That for the purposes of ASX Listing Rule 10.11, sections 195(4) and 208 of the Corporations Act and for
all other purposes, the Shareholders approve the issue of an aggregate of 666,667 unlisted options to Mr.
Andrew Kerr (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanies
and forms part of this Notice of Meeting."
Voting Exclusion - Resolution 1
In accordance with section 250R of the Corporations Act, the Company will disregard any vote cast on this Resolution 1:
a) in any capacity by, or on behalf of, a member of the Key Management Personnel (KMP) whose remuneration
details are included in the Remuneration Report; or
b) a Closely Related Party of such member,
unless the vote is cast as a proxy for a person entitled to vote:
a) and the proxy form specifies how the proxy is to vote; or
b) the proxy is the Chair of the meeting and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on the Resolution; and
(ii) which expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly
or indirectly with the remuneration of a member of the KMP.
Voting Exclusion - Resolution 2
The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of:
a) Mr. Andrew Kerr;
b) any other person who will obtain a material benefit as a result of the issue of the securities, except a benefit solely
by reason of being a holder of ordinary securities in the Company; or
c) an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
a) a person as 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
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 Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the
Shareholder to vote in that way.
Voting Prohibition - Resolution 2
In accordance with section 250BD of the Corporations Act, a vote on this Resolution 2 must not be cast by a person
appointed as a proxy, where that person is either a member of the KMP or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from
voting, and:
a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but
expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a
member of the KMP.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 3
Resolution 3. Issue of Options – Mr. Scott Thomas
To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary
resolution:
"That for the purposes of ASX Listing Rule 10.11, section 208 of the Corporations Act and for all other
purposes, the Shareholders approve the issue of an aggregate of 666,667 unlisted options to Mr. Scott
Thomas (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanies and
forms part of this Notice of Meeting."
Resolution 4. Re-election of Director – Mr. Mark Kerr
To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary
resolution:
"That Mr. Mark Kerr, a Director of Cryosite Limited, who retires in accordance with clause 60.1 of the
Constitution, and being eligible and offering himself, is re-elected as a Director of the Company."
Voting Exclusion - Resolution 3
The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of:
a) Mr. Scott Thomas;
b) any other person who will obtain a material benefit as a result of the issue of the securities, except a benefit solely
by reason of being a holder of ordinary securities in the Company; or
c) an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
a) a person as 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
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 Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the
Shareholder to vote in that way.
Voting Prohibition - Resolution 3
In accordance with section 250BD of the Corporations Act, a vote on this Resolution 3 must not be cast by a person
appointed as a proxy, where that person is either a member of the KMP or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from
voting, and:
a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but
expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a
member of the KMP.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 4
Resolution 5. Approval of Additional 10% Placement Capacity
To consider and, if thought fit, to pass with or without amendment the following resolution as a special
resolution:
“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the
Company to have the additional capacity to issue Equity Securities totaling up to 10% of the issued capital
of the Company (at the time of the issue), calculated in accordance with the formula prescribed in ASX
Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum which
accompanies and forms part of this Notice of Meeting.”
By order of the Board
Hamish George
Company Secretary
21 September 2026
Voting Exclusion - Resolution 5
The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of:
a) any person who at the time approval pursuant to this Resolution 5 is sought the Company is proposing to make an
issue of Equity Securities under rule 7.1A.2, 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
b) an associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
a) a person as 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
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 Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the
Shareholder to vote in that way.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 5
ALL RESOLUTIONS BY POLL
In accordance with the Corporations Act and pursuant to clause 40.2.3 of the Constitution, the Chair will call a
poll for each of the Resolutions proposed at the AGM.
ENTITLEMENT TO ATTEND AND VOTE
In accordance with regulation 7.11.37 of the Corporations Regulations, the Board has determined that persons
who are registered holders of Shares of the Company as at 7.00pm (Melbourne time) on Tuesday, 20 October
2026 will be entitled to attend and vote at the AGM as Shareholders.
If more than one joint holder of Shares is present at the AGM (whether personally or by proxy or by attorney or
by representative) and tenders a vote, only the vote of the joint holder whose name appears first in the
Company’s share register will be counted.
Appointment of Proxy
If you are a Shareholder entitled to attend and vote at the AGM, you may appoint an individual or a body
corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it
appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its
powers as proxy at the AGM. A proxy need not be a shareholder of the Company.
A Shareholder may appoint up to two proxies to attend and vote at the AGM on that Shareholder’s behalf and the
appointment may specify the proportion or number of votes each proxy may exercise at the AGM. If the
Shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of
the Shareholder’s votes.
A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way
the proxy is to vote on a particular resolution. To be effective, the Proxy Form (and, if the appointment is
signed or authenticated by the Shareholder’s attorney, the authority under which it was signed or
authenticated or a certified copy of the authority) must be received at the Share Registry of the Company by no
later than 11.00am (Melbourne time) on Tuesday, 20 October 2026 (being 48 hours before the AGM).
To vote by proxy:
1. Please lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the
instructions:
a. Login to the Automic website using the holding details as shown on the Proxy Form.
b. Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference
Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
2. Please complete and sign your attached Proxy Form, and deliver it to the Company’s share registry,
Automic Group:
a. by post to: Automic, GPO Box 5193, Sydney NSW 2001; or
b. by email to: meetings@automicgroup.com.au.
If you have any enquiries, please contact our Share Registry on, 1300 288 664 (within Australia) or +61 2 9698
5414 (overseas).
To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company
reserves the right to declare invalid any proxy not received in this manner.
Power of Attorney
A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a certified
copy of that power of attorney or other authority) must be received by the Company no later than 11.00am
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 6
(Melbourne time) on Tuesday, 20 October 2026, being 48 hours before the AGM.
Corporate Representatives
A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any
person to act as its representative at the AGM. The appointment of the representative must comply with the
requirements under section 250D of the Corporations Act. The representative should bring to the AGM a
properly executed letter or other document confirming its authority to act as the body corporate’s
representative. Further information can be found at https://www.automicgroup.com.au/investor-
services/how-do-i-appoint-a-corporate-representative.
IMPORTANT: If you appoint the Chair as your proxy, or the Chair becomes your proxy by default, and you do
not direct your proxy how to vote on Resolution 1 then by submitting the proxy form you will be expressly
authorising the Chair to exercise your proxy on the relevant resolution, even though the resolutions are
connected, directly or indirectly, with the remuneration of the KMP.
SHAREHOLDER QUESTIONS – SUBMITTED PRIOR TO THE MEETING
Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance of the
Meeting are invited to do so by emailing the Company Secretary at hamish.george@bio101.com.
This includes any questions for the Chair or the Auditor. To allow time to collate questions and prepare
answers, please submit any questions by 5:00pm (Melbourne time) on Thursday, 15 October 2026 (being no
later than the fifth business day before the AGM is held).
Questions will be collated and, during the AGM, the Chair will seek to address as many of the more frequently
raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics
raised. Please note that individual responses will not be sent to Shareholders.
CONDUCT OF MEETING
Cryosite is committed to ensuring that its shareholder meetings are conducted in a manner which provides
those shareholders (or their proxy holders) who attend the meeting with the opportunity to participate in the
business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to
the business of the meeting or about the Company generally.
Cryosite will not allow conduct at any shareholder meeting which is discourteous to those who are present at
the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chair will
exercise his powers as the Chair to ensure that the meeting is conducted in an orderly and timely fashion, in
the interests of all attending shareholders.
ENCLOSURES
Enclosed are the following documents:
• Proxy Form to be completed if you would like to be represented at the AGM by aproxy, noting that
Shareholders are encouraged to use the online voting facility that can be accessed on Cryosite’s Share
Registry’s website at https://investor.automic.com.au/#/loginsah to ensure the timely and cost-effective
receipt of your proxy.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 7
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared to provide Shareholders with information that is reasonably
required by Shareholders to decide how to vote upon the resolutions and in relation to the business to be
conducted at the Company’s AGM to be held on Thursday, 22 October 2026.
Subject to the abstentions noted below and the following paragraph, the Directors unanimously recommend
Shareholders vote in favour of all Resolutions
The Chair intends to vote all available undirected proxies in favour of each Resolution.
Resolution 1, relating to the Remuneration Report, is advisory only and does not bind the Directors or the
Company.
Resolutions 2, 3 and 4 are ordinary resolutions, which require a simple majority of votes cast by Shareholders
present and entitled to vote on the Resolutions to be in favour of those Resolutions to pass.
Resolution 5 is a special resolution, which requires at least 75% votes cast by Shareholders present and entitled
to vote on the Resolutions to be in favour of those Resolutions to pass.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 8
Resolution 1: Adoption of Remuneration Report
1.1. General
Section 250R(2) of the Corporations Act requires that the Remuneration Report of the Company be put to the
vote of Shareholders for adoption by way of a non–binding vote.
Broadly, the Remuneration Report details the remuneration policy for the Company which:
a) discusses the Company’s policy in relation to remuneration of the KMP;
b) discusses the relationship between the Board’s remuneration policy and the Company’s performance;
c) details any performance conditions attached to KMP remuneration; and
d) sets out remuneration details for each KMP.
Shareholders can view the full Remuneration Report in the Annual Report which is available on the Company’s
website at https://investorhub.cryosite.com/announcements
Following consideration of the Remuneration Report, the Chair of the Meeting will give Shareholders a
reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
A resolution that the Remuneration Report be adopted will then be put to the vote.
The vote on Resolution 1 is advisory only and does not bind the Directors of the Company. However, the Board
will take the outcome of the vote into account in setting the remuneration policy for future years.
1.2. Voting exclusion statement
In accordance with section 250R of the Corporations Act, the Company will disregard any vote cast on this
Resolution 1:
a) in any capacity by, or on behalf of, a member of the KMP whose remuneration details are included in
the Remuneration Report; or
b) a Closely Related Party of such member,
unless the vote is cast as a proxy for a person entitled to vote:
a) and the proxy form specifies how the proxy is to vote; or
b) the proxy is the Chair of the meeting and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on the Resolution; and
(ii) which expressly authorises the Chair to exercise the proxy even if the Resolution is connected
directly or indirectly with the remuneration of a member of the KMP.
1.3. Directors’ Recommendation:
Noting that each Director has a personal interest in their own remuneration from the Company as set out in the
Remuneration Report, the Directors unanimously recommend that Shareholders vote in favour of adopting the
Remuneration Report.
Cryosite Ltd | 13a Ferndell Street, South Granville NSW 2142| t: +61 (2) 8865 2000 | e: corporate@cryosite.com | www.cryosite.com 9
Resolution 2: Issue of Options – Mr. Andrew Kerr
2.1. General
Resolution 2 seeks approval of the Shareholders to grant securities to Mr. Andrew Kerr (and/or his nominee(s)).
Resolution 2 is an ordinary resolution.
ASX Listing Rule 10.11 provides that a listed company must not issue, or agree to issue, equity securities to a
related party (including a director of the company), or certain other persons in a position of influence, without
first obtaining shareholder approval.
Accordingly, the Company seeks Shareholder approval for the grant of securities (options) to Mr. Andrew Kerr as
part of his remuneration package.
If Resolution 2 is not passed, the Board may be required to propose alternative remuneration structures to
continue to incentivise and remunerate Mr. Andrew Kerr, which may not be as cash efficient for the Company.
2.2. Technical information required by ASX Listing Rule 10.13
ASX Listing Rule 10.13 requires the following information in relation to Resolution 2 to be provided:
The name of the person who
will be issued securities
Mr. Andrew Kerr (and/or his nominee(s))
Which category in ASX
Listing Rules 10.11.1 to
10.11.5 the person falls
within and why
Mr. Andrew Kerr falls within the category in ASX Listing Rule 10.11.1 as he
is a director of the Company and therefore a 'related part
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