Good afternoon, ladies and gentlemen. My name is Stephen Bizzell, the Chairman of MAAS Group Holdings. On behalf of my fellow directors, I'd like to welcome you to this extraordinary general meeting of MAAS Group Holdings. The meeting is being held for matters relating to the capital raising that was announced to the ASX in late November last year. It is 1:00 P.M. now, and I'm informed by our Company Secretary that in accordance with the Company's constitution, a quorum for the meeting is present. I therefore declare the meeting formally open. This CGM is being held virtually via our share registry's platform. We encourage all shareholders to take part in the meeting online. Our Company Secretary has confirmed the notice of meeting has been made available to all shareholders and other persons entitled to receive it within the applicable notice period.
Before we get to the formalities, I acknowledge this EGM is being produced on the traditional lands of the Turrbal and Jagera peoples, and I pay my respects to their elders past, present, and emerging. I would also like to introduce our directors and secretary who are also online today. We have our Managing Director and CEO, Mr. Wes Maas, our Non-Executive Directors, Mr. Michael Medway, and Mr. David Kear, our Chief Financial Officer, Mr. Craig Bellamy, and our Company Secretary and General Counsel, Mrs. Candice O'Neill. One of our Directors, Ms. Tanya Gayle, has an apology for the meeting. Before we get underway, hopefully everyone's familiarized themselves with the virtual meeting online guide, which was circulated with the notice of meeting letter, which details how to register for voting, to cast your votes online if you haven't voted by proxy.
It also outlines how to ask either written questions online or to ask questions verbally via the web phone. You will be able to ask questions online once you have registered to vote via the online platform. You will be able to finalize and submit votes at any time during the meeting, up until five minutes after the meeting ends. All items of business today will be voted on by a poll, which is now open. If you experience any difficulties using the virtual meeting platform, please check the virtual meeting guide on our website or contact the helpline on the screen. Resolutions, as we go through them, and the proxy results for votes cast before the meeting will be displayed on the screens as we proceed. We will read out the resolutions and the proxy results as we go.
We will look to address any questions that have been submitted online or via the web phone, and I ask that you limit your questions to one at a time and also restrict your questions and comments to the resolutions being considered. Any general questions submitted and not answered during the meeting may be addressed after the formal business is completed. If all questions are unable to be answered today or if there are specific questions, that would be better addressed on an individual basis, we will look to respond to them after the meeting. I'm advised by our Secretary that we have received a validated list of proxies from our share registry and the results of which will be presented at each resolution.
The matters requiring consideration today have been outlined in detail in the notice of meeting, and I'll take it that the notice of meeting will be taken as read. Turning to the resolutions, Resolution One, the first item of business, is a ratification of the issue of shares under the institutional placement. The resolution is to consider and if thought fit to pass with or without amendment as an ordinary resolution that approval be given for the purposes of ASX Listing Rule 7.4 and for all other purposes for the ratification of the prior issue of 24,118,280 fully paid ordinary shares in the company at AUD 4.65 per fully paid ordinary share that were issued under the institutional placement on the terms and conditions that were set out in the explanatory memorandum that accompanied the notice of meeting.
This resolution is subject to voting exclusions, which were also set out in the notes section of the notice of meeting. Proxy votes received are set out on the slide being displayed, which see the proxies at 99.9% in favor of the resolution. Ms. Secretary, are there any questions regarding this resolution that have been received online?
Stephen, we have received one question regarding this resolution online. The question being, why was no t the capital raise pro rata?
As set out in the notice of meeting, the capital raising was undertaken, I suppose, in three components. The institutional placement, which is the subject of this resolution, there was a share purchase plan offer, which was made available to all shareholders, and then a conditional placement component, which was to certain directors of the company. Whilst the raise structure was not a pro rata offer, practically speaking, it was conducted in that manner insofar as for the share purchase plan offer. The vast majority of our retail and smaller shareholders, if we had have done the whole raising as a pro rata offer, it would have been less than a one for ten entitlement. Most of the bulk number of our shareholders, by number, would have had less than a 30 grand entitlement under that one for ten entitlement offer sort of structure.
Under the SPP, they could have subscribed for up to 30,000. We felt that smaller shareholders certainly had the ability to participate at a minimum pro rata. For the institutional placement component, the vast majority of the institutions that were on our register participated in the raising. As a priority of how we allocated, we ensured that they were able to maintain their pro rata. Whilst we did introduce at least a couple of new institutions onto the register, that was mainly accommodated through them taking up what would have been otherwise pro rata entitlements for others that did not get taken up in the raise. Are there any other questions online that have been received?
No further questions online.
Are there any other questions operator received by phone on this resolution?
Mr. Chairman, there are no questions via the phone lines.
Okay. Thank you, Operator. As there are no further questions, I'll now move to the next resolution. As I noted earlier, all resolutions will be decided by poll, and the result of that poll will be released to the market after the meeting's conclusion. Resolution Two is a ratification of the agreement to issue an issue of shares under the founder and management placement.
It is that a formal resolution is as an ordinary resolution that approval be given for the purposes of ASX Listing Rule 7.4 and for all other purposes for the ratification of the agreement to issue and the issue of 537,635 fully paid ordinary shares in the company at AUD 4.65 per fully paid ordinary share that were agreed to be issued under the unconditional founder and management placement on the terms and conditions that were set out in the explanatory memorandum accompanying the notice of meeting. Once again, there are voting exclusions in relation to this resolution, and the proxy votes are being displayed in the slides online. Once again, approximately 99% of the votes cast were in favor of this resolution. Mr. Secretary, are there any questions regarding this resolution that have been received online?
There are no questions online, Stephen.
Thank you. Operator, are there any questions by phone on this resolution?
Mr. Chairman, there are no questions via the phone lines.
Okay. Thank you. As there are no further questions, I'll now move to the next resolution, which is Resolution Three, which is to consider and if thought fit to pass the following resolution as an ordinary resolution that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes for the issue of 5,376,344 fully paid ordinary shares in the company at AUD 4.65 per fully paid ordinary share to Mr. Wes Maas or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. As per earlier resolutions, this resolution is also subject to voting exclusions, which were set out in the notice of meeting.
Once again, the proxy votes are received set out in the meeting notice, which show approximately, also , in the slides, about 99.8% of votes cast before the meeting in favor of this resolution. Mr. Secretary, is there any questions online in relation to this resolution?
Stephen, we do have one question online regarding Wes's uptake on the conditional placement, being why the raising wasn't structured as a renounceable offer.
I'm not sure whether Wes would like to comment on that, or it's probably we have answered that question in relation to Resolution One.
I agree with what we said in Resolution One, that we did a placement, a conditional placement in an SPP. That was taken as our best option.
Yeah. Thank you. Thanks, Wes. Any other further questions received online?
There is one, Stephen. Whether Wes had to pledge any of the shares in MGH to fund the investment?
The answer is no, Mr. Chairman.
Thanks, Wes. Operator, sorry, any further questions online?
There are no further questions online, Stephen.
Operator, are there any questions received on the phone?
Chairman, there are no questions via the phone lines.
If there's no further questions. I'll move to the next resolution, which is Resolution Four, which is the approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes for the issue of 21,505 fully paid ordinary shares in the company at AUD 4.65 per fully paid ordinary share to Michael Medway or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. Mr. Secretary, are there any questions regarding this resolution that have been received online?
Stephen, there are no questions on this resolution.
Operator, are there any questions regarding this resolution received by phone?
Chairman, there are no questions via the phone lines.
Thank you. In this case, we'll move to the next resolution. Resolution Five, that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes for the issue of 21,505 fully paid ordinary shares in the company at AUD 4.65 per fully paid ordinary share to Tanya Gayle or entities associated with her under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. Once again, proxy votes received as shown on the slides at 99.9% in favor. Candice, are there any questions regarding this resolution that have been received online?
Stephen, there are no questions online.
Operator, any questions regarding this resolution by phone?
Chairman, there are no questions via the phone lines.
Thank you. As there are no questions, I'll move on to the Resolution Six, which is that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes for the issue of 6,452 fully paid ordinary shares in the company at AUD 4.65 per fully paid ordinary share to Mr. David Kear or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. Candice, are there any questions online?
Stephen, there are no questions on this resolution.
Operator, any questions regarding this resolution by phone?
Chairman, there are no questions via the phone lines.
Thank you. Move to the last resolution, Resolution Seven. As this next resolution relates to the approval of issue of shares to myself, I'll ask my fellow director, Michael Medway, to take over as chair for this resolution.
Thank you, Stephen. As Resolution Seven, it's to consider and if thought fit to pass with or without amendment the following resolution as an ordinary resolution. That approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes for the issue of 25,807 fully paid ordinary shares in the company at AUD 4.65 to Stephen Bizzell or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. This is, of course, subject to voting exclusions. As the slide shows, it's approximately 99.9% in favor of the resolution. Candice, are there any questions regarding this resolution that have been received online?
There are no questions online.
Thank you, Candice. Operator, are there any questions regarding this resolution that have been received by phone?
There are no questions via the phone lines.
Thank you, Operator. I will now hand you back to the Chairman of MAAS Group, Stephen.
Thanks, Mick. That was the last formal item as business for the meeting. Ladies and gentlemen, as there is no other business for the meeting and no further questions that I am aware of that have been lodged, I declare this Extraordinary General Meeting of MAAS Group Holdings closed. For those shareholders and proxy holders that have yet to vote and are attending the meeting online, they have five minutes from now to submit your live votes via the online platform. For those who are logged on online, a countdown timer will appear at the top of the screen in the online platform showing how long you have got until the voting will close. The results of today's AGM will be released to the ASX and made available on the company's website as soon as possible, which should be later this afternoon.
Once again, thank you for participating and for your support of MAAS Group Holdings. Thank you.