Notice of Annual Meeting of Shareholders

VMob Group Limited
Notice Of Annual Meeting Of Shareholders

Thursday 4th September 2014 at 10.00am
Orams Captains Lounge
142 Beaumont St
Westhaven
Auckland

VMob Group Limited
Notice Of Annual Meeting Of Shareholders

Notice is hereby given that the Annual Meeting of Shareholders of VMob Group Limited (the "Company") will be held at Orams Captains Lounge, 142 Beaumont St, Westhaven, Auckland on Thursday 4th September 2014 at 10.00am.

BUSINESS OF THE MEETING
1. Re-election of Scott Bradley as Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

Scott Bradley retires in accordance with the provisions of the Constitution of the Company and, being eligible, offers himself for re-election. Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That Scott Bradley be re-elected as a director of the Company.”

Scott Bradley, Chief Executive and Founder. Term of Office: appointed as a Director on 23 August 2012. 
VMob's founder and Chief Executive, Scott brings his extensive experience in the digital space to the team. While working overseas Scott co-founded Utilyx, which is now one of the UK's largest retail energy brokers, trading around 30TWh of energy.

2. Re-election of Michael Carden as Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

Michael Carden having being appointed during the year will stand down, in accordance with the provisions of the Constitution of the Company and, being eligible, offers himself for re-election. Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That Michael Carden be re-elected as a director of the Company.”

Michael Carden, Non Executive Director. Term of Office: appointed as a Director on 3 March 2014. 
In 2006 Mike founded Sonar6, a revolutionary Human Resources SaaS business. In 2012 Sonar6 was acquired by Cornerstone OnDemand (NASDAQ: CSOD). Sonar6 won numerous awards including PWC Hi Tech Emerging Company, Deloitte Fast 50, and Gartner Cool Vendor. 
Mike is regarded as an expert in SaaS business models and start-up marketing. He sits on the boards of Promapp and Flossie.com and is a member of the NZTE Beachheads Advisory board.

3. Re-appointment and Remuneration of Auditors

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“That Deloitte be appointed as the Auditors of the Company under section 200 of the Companies Act 1993, and the Board are authorised to fix their remuneration for the forthcoming year.”

4. Ratification of Previous Share Private Placements

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

”That the 201,047,653 ordinary shares issued by the Company for private placement capital raising without shareholder approval since the last Annual Meeting, as allowed under NZAX Listing Rule 7.3.5, be ratified with immediate effect under, and for the purpose of, NZAX Listing Rule 7.3.5(a)(iii).”

EXPLANATION
Resolution 4 – NZAX Listing Rule 7.3.5 allows the Company to issue ordinary shares in a 12 month period without shareholder approval provided that the prescribed 25% threshold is not exceeded (i.e. no more than 25% of the total ordinary shares on issue at the start of the 12 month period).

The Company has relied on Listing Rule 7.3.5 to issue ordinary shares by private placement capital raising during the last 12 months:

- being 150,000,000 ordinary shares issued at $0.027 to 183 institutional and private investors in November 2013, totalling $4,050,000; and
- 51,047,653 ordinary shares issued at $0.0125 to 21 private investors and executives (including Scott Bradley, CEO/Director; Bob Drummond, COO; David Inggs, CTO; Mark Talbot, (CFO at the time the shares were issued)) of the Company in February 2014 totalling $638,096, pursuant to the issue of share options relating to the private placement of ordinary shares in February 2013. The exercise price of the share options was set in February 2013 at $0.0125.

The above capital raisings were conducted to provide on-going working capital and fund further growth and payment was received by the Company for the issuance of those ordinary shares in November 2013 and February 2014 respectively. The Company has one class of securities, being ordinary shares.

The Company may wish to raise further capital for growth in the short term and wishes to ensure that it has the flexibility to do so without exceeding the 25% threshold described above. Listing Rule 7.3.5(a)(iii) allows further headroom to be created for this threshold if previous share issues within the last 12 months are formally ratified by the shareholders by way of an ordinary resolution. Accordingly, the Company is seeking that Resolution 4 is passed in order to allow the Board the flexibility to decide on any such further capital raising.

PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a proxy to attend and vote for them instead. A proxy need not be a shareholder of the Company. If you appoint a proxy you may either direct your proxy how to vote for you or you may give your proxy discretion to vote as he/she sees fit. If you wish to give your proxy discretion then you must mark the appropriate boxes on the form to grant your proxy that discretion. The Chairman of the Meeting and any Director appointed as proxy intend to vote all discretionary proxies in favour of the relevant resolution. If you do not tick any box for a particular resolution, then your instruction for your proxy will be to abstain from voting.

A Proxy Form is enclosed and to be effective must be lodged at the Company’s Share Registrar in accordance with the instructions in the Notes to the Proxy Form accompanying this Notice within at least 48 hours before the meeting is due to begin (i.e. before 10.00am on Tuesday 2nd September 2014).

ORDINARY RESOLUTION
An Ordinary Resolution means a resolution passed by a simple majority of the votes of shareholders of the Company entitled to vote and voting on the resolution

VOTING
All persons registered on the Company’s register of shareholders as the holders of shares as at 5pm on Tuesday 2nd September 2014 shall be entitled to vote at the Meeting in person or by proxy.

VOTING EXCLUSIONS
The Company will disregard any votes cast on Resolution 4 by Scott Bradley (CEO/Director), Bob Drummond (COO), David Inggs (CTO), Mark Talbot (former CFO) and associated persons (as defined in the NZAX Listing Rules) of the aforementioned persons and the Company will disregard any votes cast on Resolution 4 by any person who subscribed for securites under the placement of securities subject to ratification under Resolution 4 and associated persons (Disqualified Persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the express directions (i.e. instructions to vote for or against the resolution) on the Proxy Form. Under NZAX Listing Rule 9.3.3, where any Disqualified Person is proxy for a person who is entitled to vote, they will not be entitled to vote if the direction on the Proxy Form allows the proxy discretion as to how to vote (i.e. discretion to exercise that vote as the proxy sees fit).

INVESTOR ROADSHOWS
For those Wellington based shareholders who are unable to attend the Annual Meeting, a presentation will be delivered at Belly Gully, 171 Featherston St, Wellington, on 4th September 2014 at 4:00pm. 
For those Australian based shareholders who are unable to attend the Annual Meeting, investor roadshows will be held in Sydney on 8th September and Melbourne on 9th September.

MORE INFORMATION
If you have any questions or require further information in relation to this Notice of Meeting, please contact the Company’s CFO, Steven Allan, at steven.allan@vmob.co.

By Order of the Board of Directors

Phil Norman
CHAIRMAN