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Count Limited (CUP) has announced an Extraordinary General Meeting on Thursday, 27 August 2026, to obtain shareholder approval for critical resolutions concerning its acquisition of Oracle Advisory Group. The agenda includes ratifying a $35.9 million institutional placement, approving financial assistance to subsidiaries, and authorizing share purchases by directors Ray Kellerman and Hugh Humphrey as part of the capital raise announced on 31 March 2026.
Key Points
- Count Limited (CUP) will hold an Extraordinary General Meeting on 27 August 2026 at 10:30am Sydney time in Sydney.
- Shareholders will vote to ratify a $35.9 million institutional placement at $1.05 per share to finance the full acquisition of Oracle Advisory Group Pty Ltd, Oracle Accounting (Australia) Pty Ltd, and Oracle Investment Management Pty Ltd.
- Approval will be sought for issuing 34,154,798 placement shares and providing financial assistance to subsidiary entities under section 260B(2) of the Corporations Act.
- Directors Ray Kellerman and Hugh Humphrey seek shareholder approval to acquire up to 200,000 and 100,000 shares respectively at $1.05 per share, in line with the capital raising.
- Voting will be conducted by poll, with eligibility based on registered shareholders as of 7:00pm Sydney time on 25 August 2026.
Count Limited’s Complete Acquisition of Oracle Advisory Group and Capital Raising Details
Count Limited plans to acquire 100% ownership of Oracle Advisory Group Pty Ltd, Oracle Accounting (Australia) Pty Ltd, and Oracle Investment Management Pty Ltd through a fully underwritten institutional placement. Initially disclosed to the ASX on 31 March 2026, the capital raise generated gross proceeds of approximately $35.9 million. The placement comprised 34,154,798 shares priced at $1.05 each, offered to institutional and sophisticated investors, providing the necessary funding for the acquisition of the three Oracle entities.
The Extraordinary General Meeting on 27 August 2026 will enable shareholders to retrospectively ratify the allotment and issuance of these placement shares, complying with ASX Listing Rule 7.4. Resolution 2 specifically requests shareholder ratification of the placement shares, with voting rights limited to shareholders who did not participate in the placement or their associates.
Financial Assistance to Subsidiaries in Accordance with Corporations Act Section 260B
Count Limited seeks special resolution approval to provide financial assistance through subsidiary entities identified as Target Entities in the Disclosure Statement. This resolution complies with section 260B(2) of the Corporations Act 2001, which regulates corporate financial assistance. It authorizes each Target Entity to execute documents necessary to implement the financial assistance outlined in the Disclosure Statement.
The Disclosure Statement, prepared under section 260B(4) of the Corporations Act and attached as Annexure A to the Notice of Meeting, details the Target Entities and the nature of the financial assistance. Resolution 1 requires at least 75% shareholder approval, reflecting the significant legal implications and the need for strong shareholder oversight.
Director Share Purchases and Related Party Transaction Approvals
Directors Ray Kellerman and Hugh Humphrey seek shareholder consent to acquire shares at the placement price of $1.05 per share as part of the capital raising. Kellerman requests approval for up to 200,000 shares (Resolution 3a), while Humphrey seeks approval for up to 100,000 shares (Resolution 3b), both pursuant to ASX Listing Rule 10.11. These proposals are presented separately due to their related party status.
This separate approval process ensures governance transparency and allows shareholders to evaluate whether these allocations serve the company’s best interests. Voting exclusions apply, with details provided in the voting exclusion statement. Count Limited emphasizes adherence to corporate governance standards in related party capital raising activities.
Extraordinary General Meeting Details and Voting Procedures
The meeting will take place at Baker McKenzie, Tower One – International Towers Sydney, Level 46, 100 Barangaroo Avenue, Sydney NSW 2000, on Thursday, 27 August 2026 at 10:30am Sydney time. Shareholders can participate via in-person attendance, online voting, or proxy appointment. Voting eligibility is determined by registered shareholders as of 7:00pm Sydney time on Tuesday, 25 August 2026.
Shareholders may vote in person, appoint proxies (one proxy for one vote, two proxies for multiple votes), or vote online prior to the meeting. Proxy submissions must be received by 10:30am Sydney time on Tuesday, 25 August 2026. All resolutions will be decided by poll, ensuring one vote per share.
Online Voting Platform and Pre-Meeting Question Submission
Count Limited provides an online voting portal at www.investorvote.com.au, requiring shareholders’ holder identifiers (SRN, HIN, or employee ID) and postcode. Votes submitted online or via paper Proxy Forms must be received by 10:30am Sydney time on Tuesday, 25 August 2026 to be valid.
Shareholders are encouraged to submit questions in advance via email to [email protected] by 10:30am Sydney time on Wednesday, 26 August 2026. While individual responses will not be sent prior, early submissions enable thorough answers during the meeting. Attendees may also ask questions live during the meeting.
Proxy Appointment Guidelines and Legal Requirements
Proxies need not be shareholders themselves. Proxy appointments must be signed by the shareholder, an authorised attorney, or in accordance with the Corporations Act and company constitution if the shareholder is a corporation. Proxy documentation must be lodged at least 48 hours before the meeting, by 10:30am Sydney time on Tuesday, 25 August 2026.
For joint shareholders, only the first named on the register may vote. If appointing two proxies, shareholders must specify vote allocation; otherwise, votes are split equally. These procedures ensure clear and unambiguous voting rights.
Guidance for Shareholders and Information Access
Shareholders uncertain about voting are advised to consult their stockbroker, investment adviser, accountant, solicitor, or other professional advisors. The Explanatory Statement included with the Notice of Meeting provides comprehensive details on the resolutions and should be reviewed thoroughly. Capitalised terms are defined within the Explanatory Statement.
Count Limited welcomes shareholder participation via multiple voting options and the advance question process, underscoring its commitment to transparency and informed decision-making on these pivotal resolutions.
Voting Exclusions and Related Party Transaction Controls
Voting exclusions apply under ASX listing rules and the Corporations Act. For Resolution 2, shareholders who received placement shares and their associates cannot vote, ensuring independent shareholder ratification. Similar exclusions apply to Resolutions 3a and 3b for director share acquisitions.
These exclusions uphold corporate governance standards by ensuring related party transactions are scrutinized by independent shareholders. Detailed voting exclusion statements accompany the Notice of Meeting for clarity on voting eligibility.
Shareholder Action Timeline and Strategic Importance
Shareholders must submit online votes or proxy appointments by 10:30am Sydney time on Tuesday, 25 August 2026. Advance questions are due by 10:30am Sydney time on Wednesday, 26 August 2026. In-person attendance is scheduled for Thursday, 27 August 2026, with registration before the 10:30am start.
These resolutions mark a significant milestone for Count Limited’s strategic growth, with the $35.9 million capital raise enabling the integration of Oracle Advisory Group’s three entities. Shareholders are urged to carefully review all materials to fully understand the implications before voting.
