Announcement PDF Atturra Limited ABN 34 654 662 638 ASX Announcement 6 September 2023 2023 AGM Notice of Meeting, Letter of Access and Proxy Form Sydney, Australia, 6 September 2023: Atturra Limited (ASX: ATA) (Atturra or Company), leading technology services business in designing, implementing and maintaining IT solutions, attaches the following documents in relation to FY2023 Annual General Meeting: • AGM Notice of Meeting, including the Online Meeting Guide; • Letter of Access; and • Proxy Form - ENDS - This announcement has been authorised for release by the Board of Atturra Limited. About Atturra: Atturra is an ASX-listed technology business providing a range of enterprise advisory, consulting, IT services and solutions with a focus on local government, utilities, education, defence, federal government, financial services, and manufacturing industries. Atturra has partnerships with leading global providers including Microsoft, Boomi, Software AG, OpenText, Smartsheet, QAD, Infor, Vaultspeed, Snowflake and HPE and its clients are some of the largest public and private-sector organisations in Australia. For more information visit: www.atturra.com Contact: Stephen Kowal CEO Atturra P: +61 2 8241 1725 E: stephen.kowal@atturra.com Atturra Limited info@atturra.com Level 2, 10 Bond Street www.atturra.com Sydney NSW 2000 ACN: 654 662 638 Atturra Limited Notice of 2023 Annual General Meeting Explanatory Statement | Proxy Form Friday, 6 October 2023 10:00 AM AEDT Held as a Virtual Meeting This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Contents Venue and Voting Information 2 Notice of Annual General Meeting – Agenda and Resolutions 4 Notice of Annual General Meeting – Explanatory Statement 7 Glossary 25 Annexure A – Material Terms of the Exempt Employee Share Plan Attached Annexure B – Material Terms of the Long-Term Incentive Plan Attached Annexure C – Appointment of Auditor Notice of Nomination Attached Meeting Guide Attached Proxy Form Attached Important Information for Shareholders about the Company’s 2023 AGM This Notice of Meeting is given based on circumstances as at 24 August 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and https://investors.atturra.com/meetings/. on the Shareholders Company’s are urged to website monitor the at ASX announcements platform and the Company’s website. Venue and Voting Information The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 AM AEDT on Friday, 6 October 2023 as a virtual meeting. How Do I Participate in the Meetings Online? Shareholders must use the Computershare Meeting Platform to attend and participate in the meeting. To participate in the meeting, you can log in by entering the following URL https://meetnow.global/MT4TKY6 on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details. To participate in the meeting online follow the instructions below. 1. Click on ‘Join Meeting Now’. 2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings to obtain their login details. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 2 3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list. 4. Accept the Terms and Conditions and ‘Click Continue’. You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress. The business of the Annual General Meeting affects your shareholding, and your vote is important. More information regarding participating in the AGM online can be found attached to this Notice of Meeting. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at www.investorvote.com.au by following the instructions provided on the website. You will need your HIN or SRN and postcode/country code to lodge your Proxy Form online. By post Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia By hand 452 Johnston Street, Abbotsford Vic 3067 Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the Proxy Form is signed under a Power of Attorney on behalf of a Shareholder, then the attorney must make sure that either the original Power of Attorney or a certified copy is sent with the Proxy Form, unless the Power of Attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 3 Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Shareholders of Atturra Limited ACN 654 662 638 will be held at 10.00 AM AEDT on Friday, 6 October 2023 as a virtual meeting (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00pm AEDT on Wednesday, 4 October 2023. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Ordinary business Financial statements and reports “To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.” Note: This item of ordinary business is for discussion only and is not a resolution. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 4 Resolutions Remuneration Report 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2023.” Note: The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this Resolution 1 (see the Explanatory Statement for details). Re-election of Directors 2. Resolution 2 – Re-election of Shan Kanji as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Shan Kanji, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5 and, being eligible, offers himself for re-election as a Director of the Company, be elected as a Director of the Company, effective immediately.” 3. Resolution 3 – Re-election of Nicole Bowman as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Nicole Bowman, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5 and, being eligible, offers herself for re-election as a Director of the Company, be elected as a Director of the Company, effective immediately.” ASX Listing Rule 7.1A (Additional 10% Placement Capacity) 4. Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass the following resolution as a Special Resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Note: A voting exclusion statement applies to this Resolution 4 (see the Explanatory Statement for details). Approval to Issue Securities under the Employee Incentive Plans 5. Resolution 5 – Approval to Issue Securities under the Company’s Exempt Employee Share Plan Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 5 To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the issue of securities under the Company's Exempt Employee Share Plan on the terms and conditions outlined in the Explanatory Statement.” Note: A voting exclusion statement and a voting prohibition statement applies to this Resolution 5 (see the Explanatory Statement for details). 6. Resolution 6 – Approval to Issue Securities under the Company’s Long-Term Incentive Plan To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the issue of securities under the Company's Long-Term Incentive Plan on the terms and conditions outlined in the Explanatory Statement.” Note: A voting exclusion statement and a voting prohibition statement applies to this Resolution 6 (see the Explanatory Statement for details). Grant of Performance Rights to Director 7. Resolution 7 – Approval to Issue Performance Rights to Stephen Kowal, Director and CEO of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 444,444 Performance Rights (and the issue of Shares upon the vesting of those Performance Rights) under the Company’s Long-Term Incentive Plan to Stephen Kowal, Director and CEO of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Note: A voting exclusion statement and a voting prohibition statement applies to this Resolution 7 (see the Explanatory Statement for details). Appointment of Auditor 8. Resolution 8 – Appointment of Auditor To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, Crowe Audit Australia ABN 13 969 921 386, having been nominated by shareholders and consented in writing to act as auditor of the Company, be appointed as auditor of the Company, effective immediately.” BY ORDER OF THE BOARD Kunal Shah Company Secretary Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 6 Explanatory Statement This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10 AM AEDT on Friday, 6 October 2023 as a virtual meeting. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the Annual General Meeting are set out below. Agenda Ordinary business Financial statements and reports In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report. In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.atturra.com. No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company. The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the: ▪ Conduct of the audit; ▪ Preparation and content of the Auditor’s Report; ▪ Accounting policies adopted by the Company in relation to the preparation of the financial statements; and ▪ Independence of the auditor in relation to the conduct of the audit. Written questions of the auditor If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting. Please note that all written questions must be received at least five business days before the Meeting, which is by Friday, 29 September 2023. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 7 Resolutions Remuneration Report Resolution 1 – Adoption of Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at www.atturra.com. However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2024 Annual General Meeting (2024 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2024 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2024 AGM. All of the Directors who were in office when the 2024 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting. The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation. Voting Exclusion and Prohibitions Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution 1. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 8 Re-election of Directors Resolution 2 – Re-election of Shan Kanji as Director Shan Kanji was appointed a Director of the Company on 20 October 2021, prior to the Company listing on the ASX in December 2021, and has not previously sought re-election. Constitution and Listing Rules Requirements Clause 20.7 of the Constitution requires that at every general meeting, an election of Directors must be held. All eligible Directors can seek re-election by the Shareholders. Further, ASX Listing Rule 14.5 provides that an entity which has Directors must hold an election of Directors at each annual general meeting. Under clause 20.3(a) of the Constitution, the Board may appoint a person to be a Director of the Company at any time, except during a general meeting. As prescribed by clause 20.3(b) of the Constitution, any Director appointed in accordance with clause 20.3(a) automatically retires at the next annual general meeting and is eligible for re-election at that annual general meeting. However, in accordance with clause 20.3(c), clause 20.3(b) of the Constitution does not apply in circumstances where a Director is appointed to fill a casual vacancy or as an additional Director to the Board prior to the Company’s admission to the ASX. Any such Director is not required to stand for re-election at the next annual general meeting following the Company’s admission to the ASX, provided the requirements of clause 20.6, (Rotation of Directors), are met. Resolution Notwithstanding clause 20.3(c), and in accordance with clause 20.7 of the Constitution, Shan Kanji has voluntarily agreed to retire at this Meeting, and, being eligible, seeks re-election as a Director of the Company at this AGM. Shan Kanji is the Non-Executive Chairman of Atturra. Shan has spent more than 15 years as a senior business leader with a proven track record of running scale diversified and complex industrial and technology businesses in Australia and New Zealand. He has extensive experience with start-ups in technology, property development, manufacturing and other sectors. Shan was instrumental in the formation of, and growth in, Atturra and its predecessor organisations. Shan is on the board of the Australian Steel Institute, the nation's peak body representing the Australian manufactured steel supply chain. Shan holds a Bachelor of Laws and a Bachelor of Commerce from the University of NSW and is a practising lawyer and the Principal of Kanji & Co. Directors’ Recommendation The Board (excluding Shan Kanji) recommends that Shareholders vote for this Resolution 2. The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution 2. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 9 Resolution 3 – Re-election of Nicole Bowman as Director Nicole Bowman was appointed a Director of the Company on 20 October 2021, prior to the Company listing on the ASX in December 2021, and has not previously sought re-election. Constitution and Listing Rule Requirements Please refer to Resolution 2, Re-election of Shan Kanji as Director, for details relating to this background information. Resolution Notwithstanding clause 20.3(c), and in accordance with clause 20.7 of the Constitution, Nicole Bowman has voluntarily agreed to retire at this Meeting, and, being eligible, seeks re-election as a Director of the Company at this AGM. Nicole is an experienced leader, non-executive director and lawyer whose leadership career has spanned over 21 years across industries as diverse as mining, finance, sport and manufacturing, both in Australia and internationally. In addition to her executive and legal experience, Nicole spent a combined total of seven years as a non-executive director of ASX-listed mining and exploration companies Blackthorn Resources Limited, and Intrepid Mines Limited. During this period Nicole chaired each of the Audit and Risk Committee and the Nomination and Remuneration Committee in turn. Nicole was also a founding director of Football South Coast Limited and a member of the former FFA Women's Advisory Group. Nicole was a Director of the charity Dress for Success Sydney Inc. from 2017 until 2022 and is the founder of its Illawarra branch. In 2019 she was appointed the Australia Day Ambassador for Wollongong in recognition of her philanthropic work. In 2019 Nicole established her own leadership practice, focused on coaching and training leaders and teams to enable them to achieve exceptional results using readily implementable and practical tools, insights and skills. Nicole holds a Bachelor of Economics and Bachelor of Laws (Hons) from the University of Sydney and is a member of the AICD. Directors’ Recommendation The Board (excluding Nicole Bowman) recommends that Shareholders vote for this Resolution 3. The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution 3. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 10 ASX Listing Rule 7.1A Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million). As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $198 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity, this Resolution 4 will be withdrawn. This Resolution 4 seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval. If this Resolution 4 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If this Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1. Information Required by ASX Listing Rule 7.3A The following information is provided to Shareholders for the purposes of Listing Rule 7.3A. Period for which the approval will be valid An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following: (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained; (b) the time and date of the entity’s next annual general meeting; and (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). Minimum price at which the equity securities may be issued under Listing Rule 7.1A.2 (as set out in Listing Rule 7.1A.3) Any equity securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for cash consideration. The issue price per equity security must not be less than 75% of the volume weighted average price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 11 (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued. Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A.2 may be used As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue. As at the date of this Notice of Meeting, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution 4. However, if Shareholders approved this Resolution 4 and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes: (a) acquisitions in line with the Company’s business plans and strategy; and (b) the Company’s working capital requirements. Risk of economic and voting dilution to existing ordinary Securityholders If this Resolution 4 is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted. There is a risk that: (c) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and (d) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date; which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A. The table below shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in Listing Rule 7.1A.2: Potential Dilution and Funds Raised Variable “A” ASX Listing Rule 7.1A.2 $0.4275 50% decrease in issue price $0.855 issue price(b) $1.71 100% increase in issue price “A” is the number of shares on issue,(a) being 10% voting dilution(c) 23,252,494 23,252,494 23,252,494 232,524,941 Shares Funds raised $9,940,441 $19,880,882 $39,761,765 “A” is a 50% increase in shares on issue, being 10% voting dilution(c) 34,878,741 34,878,741 34,878,741 348,787,412 Shares Funds raised $14,910,662 $29,821,324 $59,642,647 “A” is a 100% increase in shares on issue, being 10% voting dilution(c) 46,504,988 46,504,988 46,504,988 465,049,882 Shares Funds raised $19,880,882 $39,761,765 $79,523,529 Notes: (a) Based on the total number of fully paid ordinary Shares on issue as at 23 August 2023. (b) Based on the closing price of the Company’s Shares on ASX as at 23 August 2023. (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A. Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 12 (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement. (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1. Allocation policy for issues under Listing Rule 7.1A The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including: (a) (b) (