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 2024
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): ☐
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to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports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 22, 2024 |
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
Tuesday, 26 November 2024 (AWST) |
| |
|
| |
9:00pm
Monday, 25 November 2024 (ET) |
| |
|
| PLACE: |
Online
at: meetnow.global/MWWHQ9H |
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 Tuesday,
26 November 2024 (AWST) | 9:00pm on Monday, 25 November 2024 (ET), online at: meetnow.global/MWWHQ9H.
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 Tuesday, 26 November 2024 (AWST) 9:00pm on Monday, 25 November 2024 (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 LCFY@gatewayir.com.
VOTING
ELIGIBILITY
Beneficial
holders who hold their Shares under a bank or brokerage account were entitled to receive mailed materials as of Friday, 11 October 2024
(AWST). The record date for beneficial shareholders will be Friday, 11 October 2024 (AWST).
Registered
holders who hold their Shares under Computershare were entitled to receive mailed materials as of Friday, 11 October 2024. The record
date for registered Shareholders will be 48 hours prior to the meeting; Friday, 22 November 2024 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 Saturday, 23 November 2024 (AWST) 5:00pm Friday 22 November
2024 (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 legalproxy@computershare.com |
| |
|
|
| 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 Tuesday, 26 November 2024 (AWST) | 9:00pm on Monday, 25
November 2024 (ET), online at meetnow.global/MWWHQ9H.
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 2024 together with the Directors’
Report and the Auditor’s Report.
2.
RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MELVIN TAN
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, Melvin Tan, retires by rotation, and being eligible, is
re-elected as a Director of the Company.”
3.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN CHEGWIDDEN
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, John Chegwidden, 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:
21 October 2024
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 2024 together with the declaration of the Directors, the Directors’ report and
the auditor’s report.
2.
RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MELVIN TAN
The
Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Melvin
Tan, who has served as a director since 11 August 2016 and was last re-elected on 28 December 2022, retires by rotation and seeks re-election.
| 2.2 | Qualifications
and other material directorships |
Mr
Tan joined Locafy in May 2012 as its Chief Financial Officer and brings over 20 years of corporate leadership to his role. Mr Tan has
held senior finance roles in technology companies for the majority of his career, and has experience in growing businesses organically
and through strategic acquisition. Mr Tan has worked as a finance executive in both public and private companies as well as a public
accounting firm. He is a Fellow Certified Practicing Accountant (FCPA), Fellow Governance Institute Australia (FGIA/FCIA) and holds bachelor
degrees in Law and Commerce from the University of Western Australia (LLB, Bcom).
If
re-elected, the Board considers Mr Tan will not be an independent director due to his executive role within the Company.
The
Board supports the re-election of Mr Tan and recommends that Shareholders vote in favour of Resolution 1.
3.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN CHEGWIDDEN
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.
John
Chegwidden, was appointed as a director on 1 June 2024, retires and seeks re-election.
| 3.2 | Qualifications
and other material directorships |
Mr
Chegwidden is a Chartered Accountant with over 35 years of experience in corporate & business advisory, corporate governance &
risk, financial management & accounting, corporate funding, IPO’s/RTO’s and shareholder management. Mr Chegwidden holds
a senior management role in a business & corporate advisory company based in Perth, Australia. Mr Chegwidden has previously held
executive director, non-executive director and company secretary positions on a number of ASX listed companies. He is presently a director
of two Australia unlisted public companies, a director of an Australian not-for-profit company in the aged care sector
If
re-elected, the Board considers Mr Chegwidden will be an independent director.
The
Board supports the re-election of Mr Chegwidden 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 (NASDAQ:LCFYW)
Historical Stock Chart
From Dec 2024 to Jan 2025
Locafy (NASDAQ:LCFYW)
Historical Stock Chart
From Jan 2024 to Jan 2025
