Exhibit 99.1
Integrated
Media Technology Limited
Suite 1401 Level 14
219-227 Elizabeth Street
Sydney NSW 2000
T: +61 8 8233
0881
www.imtechltd.com
A.B.N. 98
132 653 948
INTEGRATED MEDIA TECHNOLOGY
LIMITED
ACN 132 653 948
Notice
of Annual General Meeting and
EXPLANATORY MEMORANDUM
| Date of Meeting: |
Wednesday, 31 May 2023 |
| |
|
| Time of Meeting: |
10:30am (Sydney time) |
| |
|
| Place of Meeting: |
Suite 1401 Level 14, 219-227 Elizabeth Street |
|
Sydney NSW 2000 |
This Notice of Annual General Meeting
and Explanatory Memorandum should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek
advice from their accountant, solicitor or other professional adviser without delay.
Notice of Meeting
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting of the Shareholders
of Integrated Media Technology Limited ACN 132 653 948 (Company) will be held at:
| Venue: |
Suite 1401 Level 14, 219-227 Elizabeth Street, Sydney NSW 2000 |
| |
|
| Date : |
31 May 2023 |
| |
|
| Time: |
10:30am (Sydney time) |
If you are unable to attend to meeting, we encourage you to complete
and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement
of the meeting.
This Notice of Meeting should be read in conjunction with the accompanying
Explanatory Memorandum. The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting.
Terms used in this Notice of Meeting are defined in Section 4 of the
accompanying Explanatory Memorandum.
The Directors have determined that the persons eligible to vote at
the Meeting are those who are registered Shareholders of the Company at 10:30am (Sydney time) on Monday 29 May 2023.
AGENDA
Ordinary
business
Financial
Statements
Consideration of the annual financial report, directors’ report and auditor’s report.
Note:
There is no requirement for shareholders to approve these reports.
Resolutions
1.
Resolution 1: Appointment of Director: Hazran Mohamed (“Mr. Mohamed”)
To consider and, if thought fit, pass the following Resolution, as an Ordinary Resolution of the Company, with or without amendment:
“That for all purposes, Mr.
Mohamed is elected as a director of the Company in accordance with clause 15.3 of the Company’s Constitution.”.
2.
Notes and Voting Exclusion Statement
2.1
Notes
| (a) | Terms used in this Notice of Meeting are defined in the “Interpretation”
section of the accompanying Explanatory Memorandum. |
| (b) | A detailed summary of the Resolutions is contained within the
Explanatory Memorandum. |
Notice
of Meeting
2.2
Voting Exclusion Statement
The Company will disregard any votes by the following people:
| (a) | with respect to Resolution 1, Hazran Mohamed and his nominees
and any associates of them. |
3.
General Business
To consider any other business as may be lawfully put forward in accordance with the Constitution.
4.
Explanatory Memorandum
The Explanatory Memorandum and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice
of Meeting and should be read in conjunction with it.
5.
Proxies
Please note that:
| (a) | a Shareholder entitled to vote at the Annual General Meeting
is entitled to appoint a proxy; |
| (b) | a proxy need not be a member of the Company; |
| (c) | a Shareholder may appoint a body corporate or an individual
as its proxy; |
| (d) | a body corporate appointed as a Shareholder’s proxy may
appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy;
and |
| (e) | Shareholders entitled to cast two or more votes may appoint
two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number
is not specified, each proxy may exercise half the votes. |
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate
as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person
with a certificate or letter executed in accordance with the Corporations Act authorizing him or her to act as that company’s representative.
The authority may be sent to the Company or its share registry in advance of the Meeting or handing in at the Meeting when registering
as a corporate representative.
6.
Voting Entitlements
The Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person
set out in the register of Shareholders as at 10:30am (Sydney time) on 29 May 2023.
Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and
vote at the Annual General Meeting.
| By order of the board |
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| |
|
| /S/ Mr. Zhongqing Yang |
|
| Zhongqing Yang |
|
| Chairman |
|
| 2 May 2023 |
|
Explanatory
Memorandum
1.
Introduction
This Explanatory Memorandum is provided to shareholders
of Integrated Media Technology Limited ACN 132 653 948 (Company) to explain the Resolutions to be put to Shareholders
at the Annual General Meeting to be held at Suite 1401 Level 14, 219-227 Elizabeth Street, Sydney NSW 2000.
The Directors recommend Shareholders read the
accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Terms used in this Explanatory Memorandum are
defined in section .
2.
Resolution 1: Appointment of Director: Hazran Mohamed
Resolution 1 seeks approval for the election of
Hazran Mohamed (“Mr. Mohamed”) as a director of the Company.
In accordance with Clause 15.3 of the Company’s
Constitution, a new director appointed to the Board since the last General Meeting must retire and may be re-appointed by the Company
in a General Meeting of Shareholders.
Mr. Mohamed, aged 52, has over 15 years of experience
as journalist working as news editor for television. Currently he is an independent journalist in Malaysia. From 2020 to 2022, he was
the Press Secretary to Minister of Ministry of Rural Development (“KPLB”), a government linked entity in the business of rural
development in line with the Malaysian government’s initiative in addressing poverty, improving the quality of life and well-being of
the rural community. Prior to joining the KPLB, Mr. Mohamed has worked in senior positions as a Special Officer to Chairman of Tenaga
National Berhad (TNB), the national electricity company of Malaysia. From 2016 to 2018 he served as the Head of Corporate Communication
for Ministry of Education.
Mr. Mohamed received a Bachelor of Social Science & Malay Literature from Universiti of Malaya.
Directors’ recommendation
The Directors recommend that shareholders vote
in favour of this Resolution.
3.
Interpretation
The following terms used in the Notice of the
Annual Meeting and the Explanatory Memorandum are defined as follows:
AGM means
Annual General Meeting.
ASIC means
the Australian Securities and Investments Commission.
Board means
the board of directors of the Company.
Company
means Integrated Media Technology Limited ACN 132 653 948.
Constitution
means the constitution of the Company from time to time.
Corporations Act means the Corporations
Act 2001 (Cth) as amended, varied or replaced from time to time.
Director
means a director of the Company from time to time.
Explanatory Memorandum means this explanatory
memorandum accompanying the Notice of Meeting.
Group means
Company and its Subsidiaries, and Group Company means any one of them.
Explanatory
Memorandum
Meeting or Annual General Meeting means
the Annual general meeting to be held on 31 May 2023.
Notice of Meeting or Notice means
the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.
Ordinary Resolution means a resolution
passed by more than 50% of the votes cast at a general meeting of shareholders.
Resolution means a resolution proposed
at the Meeting.
Share means an ordinary fully paid share
in the issued capital of the Company.
Shareholder means a holder of Shares in
the Company.
Any inquiries in relation to the Resolutions or the Explanatory Memorandum
should be directed to
Zhongqing Yang
(Director)
Suite 1401 Level 14, 219-227 Elizabeth Street, Sydney NSW 2000
| Telephone: |
+61 8 8233 0881 |
| |
|
| Email: |
corporate@imtechltd.com |
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