UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 May 2024
MOBILICOM
LIMITED
Commission
File Number 001-41427
(Translation
of registrant’s name into English)
1
Rakefet Street
Shoham,
Israel 6083705
(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 ☐
CONTENTS
Attached
hereto and incorporated by reference herein are the proxy materials for the Annual General Meeting of Shareholders of Mobilicom Ltd.
(the “Company”) to be held on Friday, May 31, 2024, at 10:00 a.m. (Melbourne, Australia time) (the “Meeting”). For
holders of American Depositary Shares (“ADS”), a record date has been set of May 10, 2024. Accordingly, ADS holders of record
who hold ADSs at the close of business on May 10, 2023, will be entitled to vote at the Meeting and any postponements or adjournments
thereof.
This
Report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-274929),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
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.
| |
MOBILICOM LIMITED |
| |
|
| Date: May 14, 2024 |
By: |
/s/
Oren Elkayam |
| |
|
Name: |
Oren Elkayam |
| |
|
Title: |
Chairman |
2
Exhibit 99.1
MOBILICOM
LIMITED
ABN
26 617 155 978
NOTICE
OF ANNUAL GENERAL MEETING
Notice
is hereby given that the 2024 Annual General Meeting (“Meeting”) of the shareholders of Mobilicom Limited (ABN 26
617 155 978) (“the Company”) will be held by virtual technology on Friday 31 May 2024 at 10:00am (Melbourne time).
Shareholders
are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set
out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form.
Shareholders
attending the Meeting virtually will be able to ask questions and the Company has made provision for Shareholders who register their
attendance before the start of the meeting to also cast their votes on the proposed resolutions at the Meeting.
The
virtual meeting can be attended using the following details:
When:
Friday, 31 May 2024 at 10:00am (Melbourne time).
Topic:
Mobilicom Limited: Annual General Meeting
Register
in advance for the virtual meeting:
https://us06web.zoom.us/webinar/register/WN_dLUQ93OFRdyavtFu-jnbtg
After
registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company
strongly recommends its shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning
to attend the meeting online. The Company will conduct a poll on each resolution presented at the meeting. The Company will accept
questions during the meeting either by submitting a question through the Q&A box located on screen or by raising the hand function
also located on screen at which point the Company will allow your question verbally.
The
Company is happy to accept and answer questions submitted prior to the meeting by email to justin@jmcorp.com.au. The Company will
address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company
not to respond to unreasonable and/or offensive questions). |
AGENDA
Further
details in respect of each of the Resolutions proposed in this Notice of Annual General Meeting (“Notice”) are set
out in the Explanatory Memorandum (“Memorandum”) accompanying this Notice. The details of Resolutions contained in
the Memorandum should be read together with, and form part of, this Notice.
AGM
BUSINESS
2023
ANNUAL FINANCIAL STATEMENTS
To
lay before the meeting and consider the Annual Financial Statements of the Company in respect of the year ended 31 December 2023 and
comprising the Annual Financial Report, the Directors’ Report and the Auditor’s Report.
RESOLUTION
1: RE-ELECTION OF JONATHAN BRETT AS A DIRECTOR
To
consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That
Mr Jonathan Brett, who retires by rotation in accordance with the Company’s constitution and, being eligible, offer himself for
re-election, be re-elected as a Director of the Company.”
RESOLUTION
2: APPOINTMENT OF AUDITOR
To
consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That,
Hall Chadwick WA Audit Pty Ltd, having consented in writing and been duly nominated in accordance with Section 328B(1) of the Corporations
Act 2001, be appointed as auditor of the Company.”
OTHER
BUSINESS
To
consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations
Act.
By
the order of the Board
| /s/
Justin Mouchacca |
|
| Justin Mouchacca |
|
| Company Secretary |
|
Dated:
8 May 2024
The
accompanying Proxy Instructions and Memorandum form part of this Notice.
PROXY
AND VOTING INSTRUCTIONS
Proxy
Instructions
A
member who is entitled to vote at a meeting may appoint:
● one
proxy if the member is only entitled to one vote; and
● one
or two proxies if the member is entitled to more than one vote.
Where
more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights.
If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the
votes in which case any fraction of votes will be disregarded.
The
proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which
appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged with
the Company’s share registry not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case
may be, at which the individual named in the proxy form proposes to vote.
The
proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner
permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s
place of incorporation.
The
proxy may, but need not, be a member of the Company. A proxy form is attached to this Notice.
If
you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.
Corporate
Representatives
Any
corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised
by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting)
a natural person to act as its representative at any general meeting
Voting
Entitlement
For
the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members
as at 7.00pm (Melbourne time) on Wednesday 29 May 2024 are entitled to attend and vote at the meeting.
On
a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.
How
the Chair Will Vote Undirected Proxies
Subject
to the restrictions as set out in the Notice, the Chair of the Meeting will vote undirected proxies in favour of all of the proposed
Resolutions.
|
|
Special
resolutions
For
a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares)
must be in favour of the resolution.
Lodgement
of proxies
Shareholders
can lodge their proxy through the following options:
- online
at www.votingonline.com.au/mobagm2024;
- by
mail addressed to Mobilicom Limited, C/- Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001;
- by
fax to the Company’s share registry, at +61 2 9290 9655; or
- by
hand at Boardroom Pty Limited, Level 8, 210 George Street, NSW 2000
|
MOBILICOM LIMITED
ABN
26 617 155 978
ANNUAL
GENERAL MEETING
EXPLANATORY
MEMORANDUM
This
Memorandum has been prepared for the information of members of Mobilicom Limited (ABN 26 617 155 978) (the “Company”)
in connection with the business to be conducted at the 2024 Annual General Meeting (“Meeting”) of Shareholders of
the Company to be held by virtual technology on Friday 31 May 2024 at 10:00am (Melbourne time).
Please
refer to the note on the front cover of the Notice regarding lodging proxies and/or attending the Meeting.
Shareholders
are strongly encouraged to lodge their directed proxy forms in accordance with the instructions set out therein to vote before the Meeting.
This
Memorandum should be read in conjunction with, and forms part of, the accompanying Notice.
AGM
BUSINESS
2023
Annual Financial Statements
The
Annual Financial Statements, comprising the Financial Report, Directors’ Report and Auditor’s Report for the year ended 31 December 2023
will be laid before the meeting. Shareholders will have the opportunity to ask questions about, or make comments on, the 2023 Annual
Financial Statements and the management of the Company. A representative of the auditor will be invited to attend, to answer questions
about the audit of the Company’s 2023 Annual Financial Statements.
As
permitted by the Corporations Act, a printed copy of the Company’s 2023 Annual Report has been sent only to those shareholders
who have elected to receive a printed copy. A copy of the 2023 Annual Report is available from the Company’s website (www.mobilicom.com).
A copy of the 2023 Annual Report can also be obtained upon request to Justin Mouchacca, the Company Secretary, by email to justin@jmcorp.com.au.
There
is no requirement for these reports to be formally approved by shareholders. No resolution is required to be moved in respect of this
item.
Resolution
1: Re-election of Mr Jonathan Brett as a Director
Article
59 of the Constitution requires one third of the Directors or, if their number is not 3 or a multiple of 3, then the number nearest to
but not exceeding one third, is to retire from office as a Director at each annual general meeting. Article 59 of the Constitution provides
that the Director or Directors to retire at an annual general meeting are those who have been longest in office since their election
and that a Director who retires is eligible for re-election. Article 59 does not apply to the Company’s Managing Director. Pursuant
to the Constitution, Mr Jonathan Brett will retire by rotation, and being eligible, will seek re-election.
Mr
Brett is a highly strategic and commercial senior director with a strong track record of driving transformational business performance
and profitability across multiple geographies. He was also Managing Director and CEO of Techway Limited which pioneered internet banking
in Australia. He is currently Executive Chairman of Stridecorp Equity Partners, an AFSL licensed fund manager specialising in private
equity. Mr Brett is a non-executive director of Corporate Travel Management Limited (ASX: CTD) and Raiz Invest Limited (ASX: RZI).
The
Board (excluding Mr Brett who abstains from making a recommendation) recommend that shareholders vote in favour of Resolution 1. The
Chairman intends to exercise all available proxies in favour of Resolution 1.
RESOLUTION
2: APPOINTMENT OF AUDITOR
On
28 June 2023 BDO Audit Pty Ltd resigned as the auditor of the Company following ASIC consenting to the resignation in accordance with
section 329(5) of the Corporations Act. The thanks BDO Audit Pty Ltd for their services rendered to the Company. Nevertheless, the company’s
scale of operations has changed since the current auditor’s initial appointment, and on that basis the current auditor has tendered
a notice of resignation to the Company under section.
The
Company has received a notice from Oren Elkayam, being a shareholder, nominating Hall Chadwick WA Audit Pty Ltd (“Hall Chadwick”)
as the new auditor of the Company. In accordance with section 328B of the Corporations Act 2001, a copy of this notice of nomination
of Hall Chadwick is attached to this Notice of Meeting.
Hall
Chadwick has provided their consent in writing to act as auditor of the Company. Hall Chadwick confirms that it does not provide any
services to the Company and the Company confirms that it is unaware of any matter or circumstances that would give rise to a conflict
of interest situation, as defined in section 324CD of the Corporations Act, in relation to the Company.
The
Board has also noted that Hall Chadwick is registered as an auditor under section 1280 of the Corporations Act and is a well-established
firm with the necessary expertise and skill necessary to meet the Company’s requirements. Consequently, subject to the Company
receiving all necessary approvals from ASIC and shareholder approval at this shareholders’ meeting, Hall Chadwick has been nominated
and selected to become the new auditor of the Company.
The
Directors unanimously recommend that shareholders vote in favour of this resolution to appoint Hall Chadwick as the Company’s new
auditor.
Recommendation
The
Directors believe that Resolution 2 is in the best interest of the Company and unanimously recommend that shareholders vote in favour
of this resolution. The Chair of the meeting intends to vote all undirected proxies in favour of Resolution 2.
Glossary
In
this Explanatory Memorandum, and the Notice:
Board
means the Board of Directors of the Company.
Chair
means the chair of the Meeting and Chairman shall have a corresponding meaning.
Company
means Mobilicom Limited ABN 26 617 155 978.
Constitution
means the Constitution of the Company.
Director
means a Director of the Company.
Explanatory
Memorandum or Memorandum means the Explanatory Memorandum which forms part of the Notice of Meeting.
Meeting
means the Annual General Meeting of the Company the subject of this Notice of Meeting scheduled to occur on 31 May 2024.
Notice
means this Notice of Annual General Meeting.
Shareholder
means a holder of a Share.
Share
means a fully paid ordinary share in the capital of the Company.
Annexure
A – Nomination of Company Auditor
6
May 2024
Mobilicom
Limited
Company
Secretary
Level
21, 459 Collins Street
Melbourne,
VIC 3000
Dear
Sirs
NOTICE
OF NOMINATION OF NEW AUDITOR IN ACCORDANCE WITH SECTION 328B OF THE CORPORATIONS ACT 2001 | MOBILICOM LIMITED
I,
the undersigned, being a shareholder of Mobilicom Limited, understand that the current auditor of the Company has tendered a notice of
resignation in accordance with section 329 of the Corporations Act 2001.
Consequently,
I hereby give written notice pursuant to section 328B of the Corporations Act 2001, of the nomination of Hall Chadwick WA Audit Pty Ltd
for appointment as auditor of the Company at the forthcoming Annual General Meeting.
Yours
faithfully
| /s/
Oren Elkayam |
|
| | Oren
Elkayam |
|
| | Shareholder |
|
Exhibit 99.2
24 - 14054 Mobilicom VIF Proof 1 MAIL • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage - paid envelope provided. Please separate carefully at the perforation and return just this portion in the envelope provided. Please Sign Here Please Date Above Please Sign Here Please Date Above Authorized Signatures - This section must be completed for your instructions to be executed. Annual General Meeting of Shareholders of Mobilicom Limited to be held May 31, 2024 For Holders as of May 10, 2024 All votes must be received by 12:00 PM New York City time on May 24, 2024. To view all Annual General Meeting related materials, please visit: https://ir.mobilicom.com/ PROXY TABULATOR FOR MOBILICOM LIMITED P.O. BOX 8016 CARY, NC 27512 - 9903 EVENT # CLIENT # Copyright © 2024 Mediant Communications Inc. All Rights Reserved Agenda 1. Re - election of Jonathan Brett as a Director 2. A ppointment of Auditor Date: Annual General Meeting of Shareholders of Mobilicom Limited M a y 31, 2024 See V oting Instruction On Rev erse Side. Please make your marks like this: x Use pen only For Against Abstain 24 - 14054 Mobilicom VIF.indd 1 5/9/2024 3:24:20 PM
24 - 14054 Mobilicom VIF Proof 1 Mobilicom Limited Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 PM New York City time on May 24, 2024) The undersigned registered holder of American Depositary Receipts (“Receipts”) of Mobilicom Limited (the “Company”) hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt(s) registered in the name of the undersigned on the books of the Depositary as of the close of business May 10 , 2024 at the Annual General Meeting of the Shareholders of Mobilicom Limited to be held on May 31 , 2024 , in respect of the resolutions specified on the reverse . NOTE: 1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolutions. (Continued and to be marked, dated and signed, on the other side) PROXY TABULATOR FOR MOBILICOM LIMITED P.O. Box 8016 CARY, NC 27512 - 9903 24 - 14054 Mobilicom VIF.indd 2 5/9/2024 3:24:20 PM
Exhibit 99.3
Mobilicom (PK) (USOTC:MILOF)
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