Announcement PDF Need assistance? Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) ABN 32 056 482 403 Online: www.investorcentre.com/contact *L000001* AVE MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Avecho Biotechnology Limited Annual General Meeting The Avecho Biotechnology Limited Annual General Meeting will be held on Tuesday, 23 May 2023 at 1:00pm (AEST). You are encouraged to participate in the meeting using the following options: MAKE YOUR VOTE COUNT To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com For your proxy appointment to be effective it must be received by 1:00pm (AEST) on Sunday, 21 May 2023. ATTENDING THE MEETING IN PERSON The meeting will be held at: Collins Square, Tower 5, 727 Collins Street, Melbourne, VIC 3008 You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare. Samples/000001/000001 AVECHO BIOTECHNOLOGY LIMITED ACN 056 482 403 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Tuesday, 23 May 2023 Time of Meeting: 1.00pm (AEST) Place of Meeting: Collins Square, Tower 5 727 Collins Street Melbourne, VIC 3008 In accordance with the Corporations Act 2001 (Cth) which provides for permanent relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (AGM Materials) will be circulated, unless shareholders have elected to receive the AGM Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company’s website https://avecho.com.au/. 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 advisor without delay. AVECHO BIOTECHNOLOGY LIMITED ACN 056 482 403 Registered Office: Unit A8, 2A Westall Road, Clayton, VIC 3168 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting (AGM or Meeting) of shareholders of Avecho Biotechnology Limited (the Company) will be held will be held at Collins Square, Tower 5, 727 Collins Street, Melbourne, VIC 3008 on Tuesday, 23 May 2023 at 1.00pm (AEST). AGENDA The Explanatory Statement and Proxy Form which accompany, and form part of, this Notice include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement, and the Proxy Form in their entirety. Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary. ORDINARY BUSINESS Receipt and Consideration of Financial Statements and Reports To receive and consider the Annual Report of the Company for the financial year ended 31 December 2022, which includes the Financial Report, the Directors' Report, and the Auditor's Report. There is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business. 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, the Remuneration Report (included in the Directors' Report) for the financial year ended 31 December 2022 be adopted.” Resolution 2: Re-Election of Dr Gregory Collier as a Director of the Company To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of clause 20.1 of the Constitution, Listing Rule 14.4, and for all other purposes, Dr Gregory Collier, who retires by rotation in accordance with the Constitution, and who, being eligible, offers himself for reelection, be re-elected as a Director of the Company.” Resolution 3: Re-Election of Mr Matthew Patrick McNamara as a Director of the Company To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of clause 20.1 of the Constitution, Listing Rule 14.4, and for all other purposes, Mr Matthew Patrick McNamara, who retires by rotation in accordance with the Constitution, and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.” -2- Resolution 4: Renewal of Avecho Biotechnology Limited Equity Incentive Plan To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That, under and for the purposes of ASX Listing Rule 7.2 Exception 13(b), and for all other purposes, approval is given for the Company to issue Equity Securities under the Company’s Equity Incentive Plan as an exception to Listing Rule 7.1 on the terms and conditions as set out or described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Resolution 5(a): Approval for the issue of JLM Options to CoPeak Corporate Pty Ltd To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That approval be given regarding the issue of 75,000,000 JLM Options to CoPeak Corporate Pty Ltd <ATF Peak Asset Management Unit Trust ABN 891 265 739> or their nominees (exercisable at $0.012 each and expiring 3 years from the date of issue of the New Options) under and for the purpose of the ASX Listing Rule 7.1, and for all other purposes.” Resolution 5(b): Approval for the issue of JLM Options to CPS Capital Group Pty Ltd To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That approval be given regarding the issue of 75,000,000 JLM Options to CPS Capital Group Pty Ltd or their nominees (exercisable at $0.012 each and expiring 3 years from the date of issue of the New Options) under and for the purpose of the ASX Listing Rule 7.1, and for all other purposes.” Resolution 5(c): Ratify the issue of JLM Options to CoPeak Corporate Pty Ltd To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of the ASX Listing Rule 7.4, and for all other purposes, shareholders approve, ratify and confirm the allotment and issue of 75,000,000 JLM Options to CoPeak Corporate Pty Ltd <ATF Peak Asset Management Unit Trust ABN 891 265 739> or their nominees (exercisable at $0.012 each and expiring 3 years from the date of issue of the New Options) as described in the Explanatory Statement.” Resolution 5(d): Ratify the issue of JLM Options to CPS Capital Group Pty Ltd To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of the ASX Listing Rule 7.4, and for all other purposes, shareholders approve, ratify and confirm the allotment and issue of 75,000,000 JLM Options to CPS Capital Group Pty Ltd or their nominees (exercisable at $0.012 each and expiring 3 years from the date of issue of the New Options) as described in the Explanatory Statement.” -3- SPECIAL BUSINESS Resolution 6: Approval of 10% Placement Facility To consider and, if thought fit, to pass the following as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” BY ORDER OF THE BOARD Melanie Leydin Company Secretary 21 April 2023 -4- NOTES Notes 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, only those persons who are registered as Shareholders at 7.00pm (AEST) on the date 48 hours before the date of the Meeting. Only those persons will be entitled to vote at the Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. 3. Proxies a. Votes at the Meeting may be given personally or by proxy, attorney or representative. b. Each shareholder has a right to appoint one or two proxies. A proxy need not be a shareholder of the Company. c. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. d. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands. e. A proxy must be signed by the shareholder or their attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act. f. To be effective, proxy forms must be received by the Company’s share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Meeting, this is no later than 1.00pm (AEST) on Sunday, 21 May 2023. Any proxy received after that time will not be valid for the scheduled meeting. 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. 5. Voting Exclusion Statement Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this Resolution by, or on behalf of, a member of the Key Management Personnel (KMP), details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (either being a KMP voter), unless the KMP voter is casting a vote on behalf of a person who is not a KMP voter (including as a proxy) and either: a. the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or b. the KMP voter 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) expressly authorises the Chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity. If you appoint the Chair of the Meeting as your proxy and you do not direct the Chair of the Meeting on how to vote, you will be expressly authorising the Chair of the Meeting to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company. If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair of the Meeting will vote any proxies which do not indicate on their proxy form the way the Chair of the Meeting must vote in favour of this Resolution. In exceptional circumstances, the Chair of the Meeting may change their voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair of the Meeting to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolutions 2 and 3 There are no voting exclusions on any of those Resolution. -5- Resolution 4 The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the EIP and any of their associates. However, this does not apply to a vote cast in favour of a resolution 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 of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or c. a holder 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 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. A vote must not be cast as proxy on this Resolution by a KMP voter. However, a KMP voter may cast a vote on behalf of a person who is not a KMP voter if: a. the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or b. the KMP voter 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) expressly authorises the Chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity. If you appoint the Chair of the Meeting as your proxy and you do not direct the Chair of the Meeting on how to vote, you will be expressly authorising the Chair of the Meeting to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company. If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair of the Meeting will vote any proxies which do not indicate on their proxy form the way the Chair of the Meeting must vote in favour of this Resolution. In exceptional circumstances, the Chair of the Meeting may change their voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair of the Meeting to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolutions 5(a) and 5(b) The Company will disregard any votes cast in favour of any of these Resolutions by or on behalf of: a. 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), being (i) CoPeak Corporate Pty Ltd <ATF Peak Asset Management Unit Trust ABN 891 265 739> (or their nominee) in respect of Resolution 5(a); (ii) CPS Capital Group Pty Ltd (or their nominee) in respect of Resolution 5(b); or b. any associate of their associates having regard to their respective Resolution. However, this does not apply to a vote cast in favour of any of these Resolutions by: a. a person as a 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, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (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. -6- Resolution 5(c) The Company will disregard any votes cast in favour on this Resolution by CoPeak Corporate Pty Ltd <ATF Peak Asset Management Unit Trust ABN 891 265 739> (or their nominee) and any of their associates, or any person who is a counterparty to the agreement under which the JLM Options are being approved / ratified. However, this does not apply to a vote cast in favour of a resolution by: a. a person as a 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, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (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. Resolution 5(d) The Company will disregard any votes cast in favour on this Resolution by CPS Capital Group Pty Ltd (or their nominee) and any of their associates, or any person who is a counterparty to the agreement under which the JLM Options are being approved / ratified. However, this does not apply to a vote cast in favour of a resolution by: d. a person as a 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 e. 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 f. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (iii) 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 (iv) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 6 As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7. However, if, between the date of dispatch of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of this Resolution by or on behalf of: a. 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 or 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 the Resolution 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 of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or c. a holder 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 holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6. Enquiries Shareholders are invited to contact the Company Secretary, Melanie Leydin on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents. -7- EXPLANATORY STATEMENT ORDINARY BUSINESS Receipt and Consideration of Financial Statements and Reports A copy of the Annual Report for the financial year ended 31 December 2022 (which incorporates the Company's Financial Report, Directors Report (including the Remuneration Report) and the Auditors Report) is available on the Company's website at http://avecho.com.au/ or via the Company's announcement platform on ASX. Alternatively, you may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. There is no requirement for Shareholders to approve the Annual Report. Shareholders will be given reasonable opportunity at the Meeting to ask questions and make comments on the Financial Report, the Directors’ Report, and the Auditor’s Report. Questions for the Company’s auditors relating to the conduct of the audit, preparation and contents of the audit report, accounting policies adopted by the Company in relation to the preparation of its financial statements, and the independence of the auditors in relation to the conduct of the audit, must be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. Resolution 1: Adoption of Remuneration Report Background Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s 2022 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the AGM. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. At the Company’s last AGM, the votes cast against the Remuneration Report were less than twenty-five (25%) per cent of the total votes cast on that resolution and, accordingly, a spill resolution will not under any circumstances be required for this Meeting. Voting Exclusions For voting exclusions refer to Note 5. Board Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this Resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this Resolution, the Board encourages all eligible shareholders to cast their votes in favour of this Resolution. -8- Voting Intention The Chair of the Meeting intends to vote all available undirected proxies in favour of this Resolution. Resolution 2: Re-Election of Dr Gregory Collier as a Director of the Company Background The Constitution of the Company (clauses 20.1 and 20.6) and Listing Rule 14.4 require that at least one Director (excluding the Managing Director) must stand for re-election at each Annual General Meeting. A Director (excluding the Managing Director) must not hold office without re-election following the third Annual General Meeting after that Director’s last re-election, or for more than three years, whichever is the longest. Dr Collier is now retiring in accordance with these requirements and, being eligible, offers himself for re-election. Dr Collier, Chair of the Board, has been appointed as a Director of the Company on 13 April 2015 and has held the position of Executive Chair between 27 March 2019 and 1 May 2020. At the time of this Notice of Meeting, the Board has deemed Dr Collier as not being an independent director as he has served as an executive director within the past three years. This three-year period is expected to end on 1 May 2023, at which time Dr Collier will be deemed to be an independent Non-Executive Director of the Company, with the Board to then be fully comprised of independent Non-Executive Directors. Dr Collier has more than 25 years’ experience spanning operational, clinical, and scientific aspects of pharmaceutical research, development, and commercialisation. He has led the planning and execution of multiple commercial transactions including in and out licensing deals and major M&A activities, and he has successfully taken a drug from discovery through to regulatory approval. Notably, Dr Collier steered ChemGenex Pharmaceuticals Limited from a research-based company with a market capitalisation of $10 million to a company with completed clinical trials and regulatory dossiers submitted to the FDA and EMA. In 2011, ChemGenex was sold to Cephalon Inc. (now subsidiary of Teva Pharmaceuticals Industries Limited) for $230 million. In addition, Dr Collier has worked with several public and private biotechnology companies on matters ranging from strategy and commercialization through to partnering and capital raising. Including a US drug development company to raise capital and expand shareholder base with institutional investors, pre-product private biotech company to raise capital, refocus operations and deliver M&A opportunities. Worked with and established a USA based microbiome start-up to raise capital, develop strategic plan, develop regulatory and commercialization strategies and successfully complete a clinical trial. Prior to his commercial pharmaceutical career, Dr Collier had an outstanding academic career resulting in over 150 peer reviewed publications, and senior authorship on 33 patents. Dr Collier was the inaugural Alfred Deakin Professor at Deakin University and also held positions at Melbourne University, Monash University and the University of Toronto. In 2010, Dr Collier was awarded the Roche Award of Excellence. Voting Exclusions There are no voting exclusions on this Resolution. Board Recommendation The Board (with Dr Gregory Collier abstaining) recommends that shareholders vote in favour of the re-election of Dr Gregory Collier as it considers that his qualifications, experience, skills, and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders. Voting Intention The Chair of the Meeting intends to vote all undirected proxies in favour of the Resolution. -9- Resolution 3: Re-Election of Mr Matthew Patrick McNamara as a Director of the Company The Constitution of the Company (clauses 20.1 and 20.6) and Listing Rule 14.4 require that at least one Director (excluding the Managing Director) must stand for re-election at each Annual General Meeting. A Director (excluding the Managing Director) must not hold office without re-election following the third Annual General Meeting after that Director’s last re-election, or for more than three years, whichever is the longest. Mr McNamara is now retiring in accordance with these requirements and, being eligible, offers himself for re-election. Mr McNamara has been appointed as a Director of the Company on 13 January 2020. At the time of this Notice of Meeting, Mr McNamara has been deemed as being an independent director. Mr Matthew McNamara has over 30 years’ executive and funds management experience in the healthcare and medical sciences sector. He has a BSc (Hons) in Molecular Biology, has an MBA, and is a GAICD. In 2003, he founded BioBridge Australia, a biotechnology commercialisation advisory company and advised a number of public biotechnology / investment companies. Mr McNamara is currently Director and Chief Investment Officer of Horizon 3 Healthcare, a healthcare fund manager that has invested in Avecho Biotechnology Limited through trustee Melbourne Securities Corporation Limited. He is presently a dire