Explanatory Memorandum
In1 Bank Limited ACN 627 541 011
Extraordinary General Meeting - 3 March 2026 at 12:00pm (noon) AEST
Shareholder-Requisitioned Meeting under Section 249F of the Corporations Act 2001 (Cth)
APRA may direct the handback of In1 Bank's banking licence as early as 4 March 2026 (subject to APRA's timing and the return of deposits process, which is progressing). The resolutions before you represent the final opportunity to accept investment offers that could save the company and preserve shareholder value.
Without capital injection, the likely outcome is liquidation, with shareholders receiving potentially nothing or minimal recovery. Capital burn has been substantially reduced since staff layoffs and cessation of rent. Remaining capital (over $10M AUD) must be conserved while APRA considers investment proposals. Two credible investment offers are available but require shareholder direction to the Board.
Shareholders should be aware that the Board has separately been seeking to raise capital at $12.00 per share - a 33% discount to the SME Bank proposal price of $17.9386/share.
Board's SSA Terms
- Price: $12.00/share
- Escrow Date: 2026-03-02 (day BEFORE EGM)
- Target Completion: 2026-03-18
- Up to $40M total raise
SME Project Terms (15 April Term Sheet)
- Price: $17.9386/share
- EGM Vote: 2026-03-03
- Completion Date: 2026-04-15
- $40M+ cash plus $3-7M technology (up to $7M max)
Shareholder Protection: Most Favored Nation
If shareholders approve Resolution 2(a), the SME Project investors may seek price protection. If the Board issues ANY shares below $17.9386, it would be appropriate for the SME Project investors to receive the benefit of that lower price - or anti-dilution adjustments. This protects all investors coming in this round, whether as part of the SME Project consortium or alongside but not part of it, and also includes existing shareholders participating in this round.
This is not This is not a meeting called by the Board. It is a meeting requisitioned by shareholders holding at least 5% of the voting shares, exercising their statutory right under Section 249F of the Corporations Act.
When shareholders requisition a meeting, the Board is legally obligated to convene it. The resolutions at this meeting represent the will of concerned shareholders who believe the Board's current direction (towards liquidation) is not in the best interests of all shareholders.
Why was this meeting called?
- The Board has not accepted credible investment offers that could save the company
- There are concerns about governance, share registry accuracy, and board composition
- Shareholders believe they have a right to direct the Board on matters of company survival
- Time is running out before APRA may revoke the banking licence
Appointment of Independent Chair
Astrid Raetze as chair pro tempore
Accept SME Bank Project Investment
$20M+ capital injection
Accept Mynted Investment
$12M+ capital injection
Independent Share Register Audit
Forensic examination since inception
Governance Reforms
Board composition and oversight
Preservation of Meeting Recordings
Preserve and share prior EGM/AGM recordings
The Resolution (Verbatim)
What This Means
This resolution seeks to appoint Astrid Raetze as the independent chair of the EGM itself, and also as independent chair of the Board on a temporary basis (pro tempore) until the next AGM. This is a governance measure to ensure impartial chairing of this critical meeting.
Why This Resolution Has Been Proposed
Given this is a shareholder-requisitioned meeting under s249F of the Corporations Act, the requisitioning shareholders have concerns about the current Board's ability to chair this meeting impartially. Key reasons include:
- The current Board has not been supportive of the investment offers being put to shareholders
- Independent chairing ensures procedural fairness and proper conduct of voting
- A pro tempore board chair can help facilitate implementation of resolutions if passed
- Demonstrates commitment to proper governance during a critical transition period
You are voting to appoint Astrid Raetze as independent chair of this meeting and as independent chair pro tempore of the Board until the next AGM. This ensures impartial meeting conduct and governance oversight.
You are voting to retain the current arrangements for chairing the meeting and board leadership, indicating confidence in the existing Board's impartiality.
The Resolution (Verbatim)
Proposed Board Nominees
The three independent board nominees proposed by the SME Project are: Mr Steve Aliferis, Mr George Halikiotis, and Ms Andrea Beatty. The CEO/MD appointment remains reserved, subject to approval of the investment.
What This Investment Offers
Cash Investment
$40M minimum sought
Variable $50-60M realistic; up to $80M in SSAs acceptable subject to deployment capacity. If oversubscribed, first-come-first-serve based on signing order and compliance with terms.
Technology Transfer Value
$3M - $7M (performance-based)
Digital Library and financecloud platform IP (performance-based valuation)
Issue Price Per Share
$17.9386
Same price for ALL investors - new and existing
Post-Investment NTA
$40M+ Cash (minimum)
Variable $50-60M realistic; up to $80M in SSAs acceptable subject to deployment capacity. First-come-first-serve if oversubscribed.
The SME Project Consortium
Note: The term "consortium" is used loosely to describe a group of like-minded but not in any way interrelated parties, except where indicated, who wish to invest together. There is only ONE in1bank - post-investment, it is all ONE entity. IMPORTANT: If the SME Project Consortium does not contribute at least $10M cash, the consortium investment does not proceed - BUT additional investors can absolutely still proceed regardless.
Platform contribution - Digital Library and financecloud IP. BDO valuation: $25M-$40M. Structured as $3M floor + $2M for every $100M non-retail assets funded through the platform = up to $7M total maximum. Options at today's share price ($17.9386) exercisable for up to 5 years from initial investment.
Consortium member. $10M cash investment at $17.9386/share. The $20M consortium total is split between WM and the SME Project to ensure neither party exceeds the 20% FSSA threshold.
Consortium member - new cash investor at $17.9386/share (557,457 shares)
Consortium member - new cash investor at $17.9386/share (557,457 shares)
Additional Investors Minded to Invest at Same Time and on Same Terms
These investors are NOT part of the SME Project Consortium but are aware of the SME Project deal and are minded to join together with it. It would be totally impermissible to invest on other terms - all investors pay the same $17.9386/share. These investors can proceed REGARDLESS of whether the consortium investment completes.
New cash investor at $17.9386/share (557,457 shares)
New cash investor at $17.9386/share (557,457 shares)
Expressed interest at $17.9386/share (557,457 shares) - subject to APRA non-objection
Expressed interest at $17.9386/share (557,457 shares) - subject to APRA non-objection
Acceptance of the SME Project proposed investment INCLUDES all the above investors who are aware of the deal and minded to join together with it. If this resolution passes, the Board is directed to accept ALL of these investors to the extent possible, subject to APRA non-objection.
The shareholders hereby notify the Board that they have NO CONFIDENCE in the Board's "conversations" with APRA to date. Shareholders would not accept anything less than actually putting the investors to APRA and seeking formal non-objection. The Board's word "oh yeah we tried that" is nowhere near good enough.
Shareholders reserve all of their rights and may submit all documentation directly to APRA due to the lack of confidence in the Board to do so. We are trying to save the bank. We know not everyone wants that.
What You Are Voting On: The Proposal
By voting YES on this resolution, shareholders are directing the Board to accept the SME Project proposal - not just the lead consortium, but the entire package of aligned investors. This vote protects shareholders from:
- Board attempts to selectively accept or reject components of the proposal
- Board refusal to engage with APRA on behalf of these investors
- Board favouring competing capital raises at inferior terms for existing shareholders
- Any attempt to frustrate the intent of shareholders as expressed by this vote
If the Board issues shares to OTHER parties at a price below $17.9386 (such as the $12/share SSA), the SME Bank investors and aligned investors should receive equivalent treatment - either through price adjustment or anti-dilution protection. The shareholders direct the Board to ensure all investors in this round receive fair and equal treatment.
Share Register Correction and the $17.9386 Price
The Share Register Correction Mechanism
The share register correction (approximately 580,822 excess shares) does NOT have to occur if Felix Lee pays full value for those shares. He has not done so to date. Importantly, the deal will NOT die if shares are not cancelled - the Term Sheet clearly welcomes additional investors. The $17.9386 price reflects the NTA-based fair value that ALL shareholders - existing and new - should pay or be credited at.
Importantly: This correction does NOT preclude the deal from going to APRA. APRA's fundamental concern is that more capital is injected to save the bank. The share register correction is a governance and Corporations Act matter that can be resolved in parallel with, or consequent to, the capital injection.
You are voting to direct the Board to immediately accept the SME Bank Project investment offer, engage with APRA, and take all necessary steps to complete the transaction. This represents the path to saving the company.
You are voting against directing the Board to accept this investment offer. Be aware that without capital injection, liquidation is the likely outcome.
The Resolution (Verbatim)
What This Means
This resolution directs the Board to accept a proposed merger with Mynted, including not less than $12 million AUD in new cash. A merger (as distinct from an investment) may involve different structural arrangements and is treated as a more significant corporate action, hence the special resolution requirement.
Why This Resolution Has Been Proposed
- Provides an alternative recapitalisation path if Resolution 2(a) does not proceed
- Mynted has expressed genuine interest in merging with In1 Bank
- The $12M+ capital injection could help meet APRA requirements
- Having multiple options strengthens the shareholders' negotiating position
You are voting to direct the Board to pursue the Mynted merger as an alternative recapitalisation path. Both 2(a) and 2(b) can pass - giving flexibility.
You are voting against the Mynted merger option. If you support the SME Bank proposal (Resolution 2a), you may still vote against this.
The Resolution (Verbatim)
What This Means
This resolution directs the Board to appoint an independent expert (such as a forensic accountant or specialist corporate governance firm) to conduct a thorough examination of the share register from the company's inception to present day.
Suggested Forensic Expert
For this forensic investigation, shareholders suggest Mr Hugo Loneragan from Resolve Forensic (resolveforensic.com.au), a firm specialising in investment fraud investigations.
Why This Resolution Has Been Proposed
Shareholders have raised serious concerns about the integrity of the share register, including significant pricing disparities and late ASIC filings.
Known Concerns
- Pricing Disparity: Some shareholders paid $300-$475 per share; others allegedly received shares at prices as low as $0.09 or $4.60 per share - a difference of over 5,000%
- Late ASIC Filings: Substantial shareholding changes filed almost 4 months late, and only after external parties raised the discrepancy
- Register Accuracy: The Term Sheet for Resolution 2(a) identifies approximately 580,822 "excess" shares that may need to be cancelled
- Governance Failure: The Board appears to have failed to maintain an accurate share register as required by law
Redress Mechanism for All Shareholders
The independent expert appointed under this resolution should not only identify problems but also recommend mechanisms to redress all shareholders (including any new investors in this round) to ensure their ownership percentage is no less than what is fair and right.
- Cancellation of shares that were issued without proper authority or consideration
- Adjustment of share allocations to reflect fair value contributions
- Recommendations for restitution where shareholders were disadvantaged
- Proposed mechanisms to ensure all investors pay or are credited at equivalent values
You are voting to require an independent forensic examination of the share register to identify any irregularities and recommend redress mechanisms for affected shareholders.
You are voting against an independent examination, leaving any share register issues unexamined.
The Resolution (Verbatim)
What This Means
This resolution requires the Board to implement specific governance reforms as detailed in Schedule A of the Notice of Meeting. These reforms are designed to improve board oversight, transparency, and accountability.
Why This Resolution Has Been Proposed
Recent events have highlighted governance failures that shareholders believe must be addressed:
- Late ASIC filings and share register inaccuracies
- Lack of transparency with shareholders about investment opportunities
- Concerns about board independence and conflicts of interest
- Need for improved shareholder communication and reporting
You are voting to require the Board to implement the governance reforms in Schedule A, strengthening oversight and accountability.
You are voting against mandatory governance reforms, leaving current governance arrangements unchanged.
The Resolution (Verbatim)
What This Means
This resolution requires the Board to preserve video recordings of all prior General Meetings (AGMs and EGMs) and, where consent can be obtained from participants, to share these recordings with shareholders. This promotes transparency and creates an historical record of corporate governance.
Why This Resolution Has Been Proposed
- To ensure an accurate historical record of Board representations and commitments to shareholders
- To enable shareholders who may not have attended prior meetings to understand the history of discussions
- To promote accountability - ensuring statements made at general meetings are preserved
- To provide evidence that may be relevant to the share register audit (Resolution 3) or governance concerns
You are voting to require the Board to preserve all general meeting recordings and seek consent to share them with shareholders. This supports transparency and accountability.
You are voting against requiring preservation and sharing of meeting recordings, leaving the handling of such recordings to the Board's discretion.
Key Terms
Subscription Price
$17.9386 (NTA-based, fair value for all)
Conditions Precedent
Share Register Correction
Correction of ~580,822 excess shares (or payment of full value by Felix Lee) - deal does NOT require cancellation
APRA Contact
Formal submission to APRA seeking non-objection to new investors
Due Diligence
Satisfactory completion of legal and financial due diligence
Proposed Board Composition
Upon completion, the Board will be reconstituted:
CEO / Managing Director
Nominated by the consortium to lead operations
Three Independent Nominees
To ensure proper governance and oversight
Technology Platform (Value: $15M)
The investment includes transfer of proven fintech platform technology:
Asset Management System (AMS)
25+ years track record, $3bn+ loans serviced historically
Guardian
Accounts receivable finance platform
Gatekeeper
Trade credit insurance compliance module
Your Voting Rights
Each share carries one vote. You may vote in person, by proxy, or by corporate representative if you are a body corporate.
Proxy Voting
You may appoint a proxy to vote on your behalf. Proxy forms must be received at least 48 hours before the meeting. You may direct your proxy how to vote, or leave it to their discretion.
Attending in Person
The meeting will be held on 3 March 2026 at 12:00pm (noon) AEST. The venue details are provided in the Notice of Meeting. Bring identification and, if attending as a corporate representative, appropriate documentation evidencing your authority.
Q1: Why is March 4th the date for giving back the license? Is APRA forcing us?
A: The 4 March 2026 date is "as early as" - subject to APRA's timing and the return of deposits process, which we know is progressing. This is based on prior advice but the exact timing depends on APRA's processes.
Q2: If we wait until May 31st, the bank will run out of capital (CET1) first. How do we survive until then?
A: Capital burn has been substantially reduced or slowed since there were layoffs of staff and cessation of the rent agreement. Capital that remains (over $10M AUD) needs to be conserved of course, but APRA will need time to consider the investments that are on the table.
Q3: Did Astrid officially sign a paper to be the Chair for the EGM and the Board?
A: Not that we are aware of. Shareholders can still vote on this matter regardless - the resolution is for shareholders to decide.
Q4: How do we cancel the 580,822 shares? If we fail to cancel them, does the SME deal die? Can we find other deals?
A: We don't have to cancel them if Felix pays for them - he hasn't paid. The deal WON'T die without that cancellation. The Term Sheet clearly states it welcomes additional investors. This doesn't require immediate change to anything on the term sheet as it is.
Q5: Why does SME get protection for "software" (intangible) when cash investors got no protection? This is unfair to old shareholders.
A: The protections related to the SME Project IP contribution can be removed if shareholders consider it unfair. Moreover, if the consortium doesn't contribute at least $10M cash, the consortium investment does not proceed - BUT other like-minded investors would still come in if APRA non-objection follows.
Q6: Where is the signed $20M cash agreement (SSA)? We need to see the signature pages.
A: The SSAs will be obtained from all investors both inside and outside the consortium. The existing Board SSA demands cash in escrow at a past date, which is clearly impossible. SSAs will be on terms acceptable to APRA to recapitalise the bank - that is the best that can be done and all that needs to be done.
Q7: We need $40M cash. How does this deal provide enough for APRA?
A: There are two $10M family office investors in addition to WM. So it's up to $40M cash in the consortium. The IP is valued at $3M-$7M (performance-based). If the consortium isn't approved by APRA or fails to complete, investment from additional investors (JW investors, etc.) can still proceed regardless.
Q8: Who is the "WM Investor"?
A: WM is a private capital investor. The $20M consortium total is split between WM ($10M) and the SME Project ($10M) to ensure neither party exceeds the 20% FSSA threshold.
Q9: How much cash is actually being raised?
A: Minimum $40M new cash is being sought. Realistically $50-60M is achievable. Up to $80M in SSAs would be acceptable, subject to ability to deploy via the business plan. History suggests not all signed SSAs result in cash on time and terms agreed. If oversubscribed, allocation on first-come-first-serve basis based on signing order and compliance with terms.
Q10: Who are "Investor 1" and "Investor 2"? Have they signed the SSAs? Please share the signed copies now.
A: They are other family office investors. The SSAs are with them now. All SSAs can be determined in accordance with what shareholders are directing the board to accept on their collective behalf. The SSAs cannot be weaponised to prevent the deal from going through.
Q11: How are the intangible assets defined? Is there an independent report on the valuation?
A: There's a BDO report valuing the IP from $25M to $40M. The structure is: $3M floor + $2M for every $100M non-retail assets funded through the platform = up to $7M total maximum. These are options at today's share price ($17.9386), exercisable for up to 5 years from initial investment.
Q12:
A:
Q13:
A: