Results of Annual General Meeting
May 26th, 2016
The results of the resolutions passed at the Annual General Meeting of iCar Asia Limited held today is provided in accordance with Listing Rule 3.13.2 and section 251AA (2) of the Corporations Act.
Resolution 1
Adoption of Remuneration Report
“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company, for the year ended 31 December 2015 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 49,950,537 | 979,656 | 235,489 | 50,743,967 |
Resolution 2
Re-election of Mr Lucas Elliott as a Director
“That Lucas Elliott, who retires by rotation in accordance with the Company’s constitution and, being eligible for re-election, be re-elected as a Director.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 98,445,006 | 8,096,851 | 31,950 | 50,986,393 |
Resolution 3
Approval to issue fully paid ordinary shares to Mr Ajay Bhatia in accordance with Listing Rule 7.1 and 10.11
“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes to allot and issue to Mr Ajay Bhatia or his nominee fully paid ordinary shares in accordance with the terms summarised in the explanatory notes to resolution 3 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,339,189 | 7,060,724 | 82,307 | 50,748,967 |
Resolution 4
Approval to issue fully paid ordinary shares to Mr Mark Britt in accordance with Listing Rule 7.1 and 10.11
“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes to allot and issue to Mr Mark Britt or his nominee fully paid ordinary shares in accordance with the terms summarised in the explanatory notes to resolution 4 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,309,614 | 7,079,699 | 97,907 | 50,743,967 |
Resolution 5
Approval to issue fully paid ordinary shares to Mr Shaun Di Gregorio in accordance with Listing Rule 7.1 and 10.11
“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes to allot and issue to Mr Shaun Di Gregorio or his nominee fully paid ordinary shares in accordance with the terms summarised in the explanatory notes to resolution 5 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 96,382,892 | 7,081,374 | 97,307 | 50,848,076 |
Resolution 6
Approval to issue fully paid ordinary shares to Mr Lucas Elliott in accordance with Listing Rule 7.1 and 10.11
“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes to allot and issue to Mr Lucas Elliott or his nominee fully paid ordinary shares in accordance with the terms summarised in the explanatory notes to resolution 6 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,191,225 | 7,192,274 | 102,421 | 50,745,267 |
Resolution 7
Approval to issue fully paid ordinary shares to Mr Patrick Grove in accordance with Listing Rule 7.1 and 10.11
“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes to allot and issue to Mr Patrick Grove or his nominee fully paid ordinary shares in accordance with the terms summarised in the explanatory notes to resolution 7 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 44,681,770 | 7,092,274 | 102,421 | 50,854,722 |
Resolution 8
Approval to issue fully paid ordinary shares to Mr Cameron McIntyre in accordance with Listing Rule 7.1 and 10.11
“That approval be given for the purposes of ASX Listing Rule 10.11 and all other purposes to allot and issue to Mr Cameron McIntyre or his nominee fully paid ordinary shares in accordance with the terms summarised in the explanatory notes to resolution 8 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,179,305 | 7,198,694 | 102,421 | 50,750,767 |
Resolution 9
Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4 – Issue of shares to senior employees
“That in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 468,792 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 9 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,355,773 | 6,896,252 | 102,095 | 50,877,067 |
Resolution 10
Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4 – Issue of shares to the CEO
“That in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 200,000 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 10 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,325,849 | 6,944,276 | 202,095 | 50,758,967 |
Resolution 11
Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4 – Issue of Shares to select institutional investors
“That in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 17,692,308 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 11 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 85,113,637 | 6,971,722 | 12,359,860 | 50,785,968 |
Resolution 12
Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4 – Issue of Shares to carsales.com Limited under the top up right granted by the Share Subscription Agreement
“That in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 5,841,000 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 12 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 99,974,881 | 6,769,591 | 46,534 | 685,761 |
Resolution 13
Approval pf 10% Placement Facility
“That for the purposes of Listing Rule 7.1A, the Directors are authorised to issue up to 10% of the Company’s share capital calculated in accordance with Listing Rule 7.1A and otherwise on the terms and conditions set out in the explanatory notes to resolution 13 in the notice of meeting.” This resolution was passed on a show of hands. Instructions in respect of the proxies received were:
| FOR | AGAINST | ABSTAIN | UNDIRECTED |
| 97,557,744 | 6,834,215 | 70,034 | 50,769,194 |
By order of the Board Mark Licciardo Company Secretary
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About iCar Asia Limited (www.icarasia.com)Listed on the Australia Securities Exchange, iCar Asia (ASX: ICQ) owns and operates ASEAN’s No.1 network of automotive portals. Headquartered in Kuala Lumpur, Malaysia, the company is focused on developing and operating leading automotive portals in Malaysia, Indonesia and Thailand. iCar Asia is continuously working to capitalise on its market-leading positions, with its online properties currently reaching approximately 12million car buyers and sellers in the region every month.iCar Asia Network of websites:
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