Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2023

 

Commission File Number: 001-41333

 

LOCAFY LIMITED

(Registrant’s name)

 

246A Churchill Avenue, Subiaco Western Australia 6008, Australia

 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

Exhibit		Description of Exhibit
99.1		Notice of General Meeting of Shareholders of Locafy Limited
99.2		Proxy Form

 

Incorporation by Reference

 

This Report on Form 6-K, including all exhibits attached hereto, is hereby incorporated by reference into the Locafy Limited’s Registration Statement on Form F-3, as amended, originally filed with the Securities and Exchange Commission on May 19, 2023 (File No. 333-272066), to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LOCAFY LIMITED
Date: November 15, 2023	By:	/s/ Gavin Burnett
	Name:	Gavin Burnett
	Title:	Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

LOCAFY LIMITED ACN 136 737 767

 

 

 

NOTICE OF GENERAL MEETING

 

 

TIME & DATE:		10:00am Wednesday, 29 November 2023 (AWST)
		9:00pm Tuesday, 28 November 2023 (ET)
PLACE:		Online at: meetnow.global/MD7XU2A

 

This Notice of Meeting should be read in its entirety. If you are in doubt as to how you should vote, you should seek advice from your professional advisers prior to voting.

 

important information

 

 

TIME AND PLACE OF MEETING

 

The General Meeting of the Shareholders of Locafy Limited, to which this Notice of Meeting relates to will be held at 10:00am on Wednesday, 29 November 2023 (AWST) | 9:00pm on Tuesday, 28 November 2023 (ET), online at: meetnow.global/MD7XU2A.

 

YOUR VOTE IS IMPORTANT

 

The business of the General Meeting affects your shareholding and your vote is important.

 

Voting can be conducted in three different ways for the upcoming General Meeting:

 

	1.	As a Shareholder you will be receiving a control number that is connected to your personal holdings of Locafy Limited. This control number will give you access to the online voting platform and will entitle you to vote electronically prior to the meeting.
	2.	Included with this notice of meeting will be a proxy card/voting instruction card that can be mailed to Computershare to have your votes tabulated.
	3.	Vote in person at the meeting being held on 10:00am on Wednesday, 29 November 2023 (AWST) 9:00pm on Tuesday, 28 November 2023 (ET).

 

If you are unable to attend the General Meeting in person and have a specific question that you would like to submit in advance, contact Gateway Investor Relations at [e-mail].

 

VOTING ELIGIBILITY

 

Beneficial holders who hold their Shares under a bank or brokerage account were entitled to receive mailed materials as of Thursday, 12 October 2023 (AWST). The record date for beneficial shareholders will be Thursday, 12 October 2023 (AWST).

 

Registered holders who hold their Shares under Computershare were entitled to receive mailed materials as of Thursday, 12 October 2023. The record date for registered Shareholders will be 48 hours prior to the meeting; Monday, 27 November 2023 at 10:00am (AWST). All votes will be tabulated based off the Shares held on this date.

 

The voting cut off for both registered and beneficial holders will be 6:00am Friday, 24 November 2023 (AWST) 5:00pm Thursday 23 November 2023 (ET).

 

VOTING IN PERSON

 

To vote in person, attend the General Meeting at the time, date and place set out above.

 

VOTING BY PROXY

 

In accordance with section 249L of the Corporations Act, members are advised that:

 

●	each member has a right to appoint a proxy;
●	the proxy need not be a member of the Company; and
●	a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

 

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Locafy Limited holdings along with your name and email address to Computershare.

 

Requests for registration as set forth in (1) above must be labelled as “Legal Proxy” and be received no later than 5:00pm Thursday, 23 December 2022 (ET) (3 business days in advance of the meeting). You will receive a confirmation of your registration by email after we receive your registration materials.

 

Requests for registration should be directed to us at the following:

 

By email:

Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to [e-mail]

 

By mail:	Computershare
	LOCAFY Legal Proxy
	P.O. Box 43001
	Providence, RI 02940-3001

 

 

 

NOTICE OF GENERAL meeting

 

 

Notice is given that the General Meeting of Shareholders will be held at 10:00am on Wednesday, 29 November 2023 (AWST) | 9:00pm on Tuesday, 28 November 2023 (ET), online at meetnow.global/MD7XU2A.

 

The Explanatory Statement provides additional information on the matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

 

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

 

BUSINESS OF MEETING – AGENDA

 

 

1. FINANCIAL STATEMENTS AND REPORTS

 

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the Directors’ Report and the Auditor’s Report.

 

 

2. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – COLLIN VISAGGIO

 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

 

“That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Collin Visaggio, retires by rotation, and being eligible, is re-elected as a Director of the Company.”

 

 

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREA BETTI

 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

 

“That, for the purpose of clause 14.4 of the Constitution and for all other purposes, Andrea Betti, retires by rotation, and being eligible, is re-elected as a Director of the Company.”

 

 

 

Further information in relation to the Resolutions is set out in the Explanatory Statement below.

 

By order of the Board

 

Collin Visaggio

Chairman

 

Dated: 11 October 2023

 

 

EXPLANATORY STATEMENT

 

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

 

 

1. FINANCIAL STATEMENTS AND REPORTS

 

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ report and the auditor’s report.

 

 

2. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – COLLIN VIASGGIO

 

2.1

General

 

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

 

Collin Visaggio, who has served as a director since 1 August 2017 and was last re-elected on 31 January 2022, retires by rotation and seeks re-election.

 

2.2	Qualifications and other material directorships

 

Collin has over 30 years’ experience in corporate leadership, strategy, financing and governance. Collin was formally the Chief Financial Officer (CFO) of InterOil Corporation, a company that listed on the New York Stock Exchange (NYSE) on 31 March 2009. InterOil was sold to Exxon Mobil in July 2016. Collin has also previously held senior business positions within Woodside Petroleum and BP Australia.

 

Collin is a Fellow of the Australian Society of Certified Practicing Accountants and is a member of the Australian Institute of Company Directors. Collin has a Bachelor of Business Degree and a Masters Degree in Business Administration (MBA).

 

2.3

Independence

 

If re-elected, the Board considers Mr Visaggio will be an independent director.

 

2.4	Board recommendation

 

The Board supports the re-election of Mr Visaggio and recommends that Shareholders vote in favour of Resolution 1.

 

 

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREA BETTI

 

3.1

General

 

The Constitution requires that any Director appointed as an addition to the existing directors holds office until the next annual general meeting of the Company and is then eligible for re-election.

 

Andrea Betti, was appointed as a director on 23 March 2023, retires and seeks re-election.

 

3.2	Qualifications and other material directorships

 

Andrea is an accounting and corporate governance professional with over 25 years’ experience in accounting, corporate governance, finance and corporate banking. Andrea has a Bachelor of Commerce, Graduate Diploma in Corporate Governance, Graduate Diploma in applied Finance and Investment and a Masters of Business Administration. She is a member of the Institute of Chartered Accountants in Australia and New Zealand and an associate member of the Governance Institute of Australia. Andrea is currently a director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies based in Perth and has specialist expertise and exposure in areas of corporate governance, accounting, corporate services, IPO’s and due diligence. Ms Betti is currently a non-executive director of Argosy Minerals Metals Limited (ASX: AGY).

 

3.3	Independence

 

If re-elected, the Board considers Ms Betti will be an independent director.

 

3.4	Board recommendation

 

The Board supports the re-election of Ms Betti and recommends that Shareholders vote in favour of Resolution 2.

 

 

Glossary

 

In this Notice of Meeting, the following terms have the following meaning unless the context otherwise requires:

 

AWST means Australian Western Standard Time, as observed in Perth, Western Australia.

 

Board means the current board of Directors of the Company.

 

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other public holiday in Western Australia.

 

Chair means the chair of the Meeting.

 

Company means Locafy Limited (ACN 136 737 767).

 

Constitution means the constitution adopted by the Company’s Shareholders by special resolution at the Company’s annual general meeting on 27 November 2019 (and as amended).

 

Corporations Act means the Corporations Act 2001 (Cth).

 

Directors means the current directors of the Company.

 

ET means US Eastern Time.

 

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

 

General Meeting or Meeting means the meeting convened by the Notice.

 

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

 

Proxy Form means the proxy form accompanying the Notice.

 

Resolutions means the resolutions set out in the Notice of Meeting.

 

Share means a fully paid ordinary share in the capital of the Company.

 

Shareholder means a holder of a Share.

 

 

 

Exhibit 99.2

 

LOCAFY Limited
ACn 136 737 767

 

PROXY FORM

 

I/We	INVESTING ENTITY
of	ADDRESS
	being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:	NAME OF PROXY
	Please note: leave the above box blank if you have selected the Chair of the Meeting as your proxy
OR	☐ the Chair of the Meeting as my/our proxy.

 

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00am on Wednesday, 29 November 2023 (AWST) | 9:00pm on Tuesday, 28 November 2022 (ET), online at: meetnow.global/MD7XU2A and at any adjournment thereof.

 

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

 

 

 

Voting on business of the Meeting			FOR		AGAINST		ABSTAIN
Resolution 1	Re-election of Collin Visaggio		☐		☐		☐
Resolution 2	Re-election of Andrea Betti		☐		☐		☐

 

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

 

If two proxies are being appointed, the proportion of voting rights this proxy represents is __________ %

 

Signature of Shareholder(s):

 

Individual or Shareholder 1		Shareholder 2		Shareholder 3
Sole Director/Company Secretary		Director		Director/Company Secretary

 

Contact Name: ____________________________________ Contact Ph (daytime): ________________________

 

Date: /                      /                    2023

 

 

Instructions for Completing Proxy Form

 

1.	(Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
2.	(Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.
3.	(Signing instructions):

 

	●	(Individual): Where the holding is in one name, the Shareholder must sign.
	●	(Joint holding): Where the holding is in more than one name, all of the Shareholders should sign.
	●	(Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
	●	(Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

 

4.	(Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
5.	(Return of Proxy Form):

 

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Locafy Limited holdings along with your name and email address to Computershare.

 

Requests for registration as set forth in (1) above must be labelled as “Legal Proxy” and be received no later than 5:00pm (ET) 23 November 2023 (3 business days in advance of the meeting). You will receive a confirmation of your registration by email after we receive your registration materials.

 

Requests for registration should be directed to us at the following:

 

By email:	Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to [e-mail]
By mail:	Computershare
	LOCAFY Legal Proxy
	P.O. Box 43001
	Providence, RI 02940-3001

 

 

 

---