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For Personal Use Only Use Personal for LATAM AUTOS LIMITED ABN 12 169 063 414 Registered Office: Level 4, 100 Albert Road, South Melbourne VIC 3205 LATAM AUTOS LIMITED ABN 12 169 063 414 Notice of General Meeting Explanatory Notes and Proxy Form Date of Meeting: Monday, 19 June 2017 Time of Meeting: 10:00 AM (AEST) Place of Meeting: The offices of Grant Thornton, Rialto – North Tower, Level 30, 525 Collins Street, Melbourne VIC 3000 This Notice of General Meeting and Explanatory Notes 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 advisor without delay For personal use only LATAM AUTOS LIMITED ABN 12 169 063 414 Registered Office: Level 4, 100 Albert Road, South Melbourne VIC 3205 NOTICE OF GENERAL MEETING Notice is given that a General Meeting of shareholders of LatAm Autos Limited will be held at the offices of Grant Thornton, Rialto – North Tower, Level 30, 525 Collins Street, Melbourne VIC 3000 at 10:00AM (AEST) on Monday 19 June 2017. AGENDA The Explanatory Notes and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Notes and the proxy form in their entirety. Resolution 1: Approval of Issue of Convertible Notes to Professional and Sophisticated Investors (Non-Related Parties) 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 7.1 and for all other purposes, approval be given in respect of the issue of a maximum of 8,000,000 convertible notes to professional and sophisticated investors on the terms and conditions set out in the Explanatory Notes to Resolution 1 accompanying the Notice of Meeting.” Voting Exclusion With each of the above Resolution 1, the Company will disregard any votes cast by: a) a person who may participate in the issue; and b) an associate of a person who participates in the issue. However, the Company need not disregard a vote if: c) 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 d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Resolution 2: Approval of Issue of Convertible Notes to Startive Ventures Inc., an entity that is controlled by Mr Simon Clausen, Director of the Company 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 and for all other purposes, approval be given in respect of the issue of a maximum of 1,000,000 convertible notes to Startive Ventures Inc., an entity that is controlled Mr Simon Clausen, Director of the Company, pursuant to a secured convertible note subscription and underwriting commitment deed dated on or about 12 April 2017 on the terms and conditions set out in the Explanatory Notes to Resolution 2 accompanying the Notice of Meeting.” For personal use only Voting Exclusion With each of the above Resolution 2, the Company will disregard any votes cast by: a) Startive Ventures Inc.; and b) an associate of Startive Ventures Inc. However, the Company need not disregard a vote if: c) 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 d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Resolution 3: Approval of Issue of Convertible Notes to Log Creek Pty Ltd (ACN 100 874 851) – an entity that is controlled by Mr Michael Fitzpatrick, Director of the Company 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, item 7 of section 611 of the Corporations Act and for all other purposes, approval be given in respect of the issue of a maximum of 8,250,000 convertible notes to Log Creek Pty Ltd (ACN 100 874 851), an entity that is controlled by Mr Michael Fitzpatrick who is a Director of the Company pursuant to a secured convertible note subscription and underwriting commitment deed dated on or about 13 April 2017 and the issue of Shares upon the conversion of those convertible notes on the terms and conditions set out in the Explanatory Notes to Resolution 3 accompanying the Notice of Meeting.” Voting Exclusion With each of the above Resolution 3, the Company will disregard any votes cast by: a) Log Creek Pty Ltd; and b) an associate of Log Creek Pty Ltd. However, the Company need not disregard a vote if: c) 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 d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Resolution 4: Approval to issue Performance Rights to Mr Timothy Handley (or his nominee) To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the grant to Mr Timothy Handley (a director of the Company), or his nominee, of 300,000 performance rights under the LAA Equity Incentive Plan, together with the allotment and issue of any ordinary shares upon vesting of any such performance rights, on the terms and conditions described in the Explanatory Notes.” Voting Exclusion The Company will disregard any votes cast on this Resolution 4 by: (a) Any Director of the Company who is eligible to participate in the Plan; or (b) an associate of such a Director. However, the Company need not disregard a vote on Resolution 4 if: (c) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the For personal use only directions on the proxy form; or (d) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. Resolution 5: Approval to issue Performance Rights to Mr Gareth Bannan (or his nominee) To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the grant to Mr Gareth Bannan (an Alternate Director of the Company), or his nominee, of 216,667 performance rights under the LAA Equity Incentive Plan, together with the allotment and issue of any ordinary shares upon vesting of any such performance rights, on the terms and conditions described in the Explanatory Notes.” Voting Exclusion The Company will disregard any votes cast on this Resolution 5 by: (a) Any Director of the Company who is eligible to participate in the Plan; or (b) an associate of such a Director. However, the Company need not disregard a vote on Resolution 5 if: (c) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (d) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. Resolution 6: Approval to issue Performance Rights to Mr Jorge Mejia Ribadeneira (or his nominee) To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the grant to Mr Jorge Mejia Ribadeneira (a director of the Company), or his nominee, of 300,000 performance rights under the LAA Equity Incentive Plan, together with the allotment and issue of any ordinary shares upon vesting of any such performance rights, on the terms and conditions described in the Explanatory Notes.” Voting Exclusion The Company will disregard any votes cast on this Resolution 6 by: (a) Any Director of the Company who is eligible to participate in the Plan; or (b) an associate of such a Director. However, the Company need not disregard a vote on Resolution 6 if: (c) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (d) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. Interdependent Resolutions Resolutions 1, 2, and 3 are interdependent, such that the approval of each Resolution is conditional on the approval of the other three Resolutions. For personal use only By Order of the Board of LatAm Autos Limited Melanie Leydin Company Secretary Date: 17 May 2017 PROXY AND VOTING INSTRUCTIONS 1. For the purposes of the Corporations Act, the Company has determined that all securities of the Company recorded on the Company's register as at 7.00pm (AEST) on the date 48 hours before the date of the General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.
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