Announcement PDF BPH Global Limited Block Arcade, Office 324, Level 3, 96 Elizabeth St Melbourne, VIC, 3000 ACN: 009 104 330 BPH Global Limited Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form 27 November 2024 3:00PM AEDT Address Suite 5, Level 12, 530 Collins Street, Melbourne VIC 3000 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 10 Glossary 20 Proxy Form Attached Important Information for Shareholders about the Company’s 2024 AGM This Notice is given based on circumstances as at 21 October 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at www.scu.com.sg. Shareholders are urged to monitor the 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 3:00pm AEDT on 27 November 2024 at Suite 5, Level 12, 530 Collins Street, Melbourne VIC 3000. Your vote is important The business of the Extraordinary General Meeting affects your shareholding and your vote is important. Voting in person To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtualagms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 2 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 bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 3 Notice of Annual General Meeting Notice is hereby given that the 2024 Annual General Meeting of Shareholders of BPH Global Limited ACN 009 104 330 will be held at 3:00pm AEDT on 27 November 2024 at Suite 5, Level 12, 530 Collins Street, Melbourne VIC 3000 (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 Meeting are those who are registered Shareholders at 7:00pm AEDT on 25 November 2024. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Financial statements and reports The Meeting will consider the financial statements and reports of the Company including the income statement, balance sheet, statement of changes in equity, cash flow statement, the notes to the financial statements, the Directors’ declaration and the reports of the Directors and Auditors. While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports. A representative of Company’s auditor, HLB Mann Judd (VIC Partnership), will be present at the Meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies, and the independence of the auditor. The Company’s Annual Report can be viewed online at and on the ASX announcements platform www.asx.com.au (ASX code: BP8) and the Company’s website https://scu.com.sg. BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 4 Resolutions 1. Resolution 1 – Adoption of Remuneration Report Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as a Non-Binding 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 2024.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a 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 Chair and you are not a Restricted Voter, by submitting the Proxy Form you authorise the Chair 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 Chair to vote “against”, or to abstain from voting on, this Resolution. 2. Resolution 2 – Re-election of Paul Stephenson as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Paul Stephenson, a Director of the Company, retires and being eligible offers himself for reelection as a Director, is re-elected a Director effective immediately.” 3. Resolution 3 – Approve the issue 8,333,334 Shares and 4,166,667 Options to Paul Stephenson upon conversion of Director loan to Shares. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 8,333,334 Shares and 4,166,667 Options to Paul Stephenson (or his nominee(s)), a Director and related party of the Company, on the terms and conditions described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of Paul Stephenson and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of this Resolution 3 if it is cast by: BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 5 (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) 4. the holder votes on the Resolution in accordance with directions given by the beneficiary. Resolution 4 – Approve the issue 8,333,334 Shares and 4,166,667 Options to Matthew Leonard upon conversion of Director loan to Shares. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 8,333,334 Shares and 4,166,667 Options to Matthew Leonard (or his nominee(s)), a Director and related party of the Company, on the terms and conditions described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Matthew Leonard and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of this Resolution 4 if it is cast by: (d) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (e) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (iii) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (iv) 5. the holder votes on the Resolution in accordance with directions given by the beneficiary. Resolution 5 – Approve the issue 8,333,334 Shares and 4,166,667 Options to Francesco Cannavo upon conversion of Director loan to Shares. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 8,333,334 Shares and 4,166,667 Options to Francesco Cannavo (or his BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 6 nominee(s)), a Director and related party of the Company, on the terms and conditions described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of Francesco Cannavo and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of this Resolution 5 if it is cast by: (g) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (h) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (i) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (v) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (vi) 6. the holder votes on the Resolution in accordance with directions given by the beneficiary. Resolution 6 – Approve the issue 10,000,000 Shares and 5,000,000 Options upon conversion of $30,000 loan to Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 10,000,000 Shares and 5,000,000 Options to Koon Lip Choo (or his nominee(s)), on the terms and conditions described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Koon Lip Choo (or his nominee), and any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates. However, the Company need not disregard a vote cast in favour of this Resolution 6 if it is cast by: a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary. BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 7 7. Resolution 7 – 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, the 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.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of: (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 7 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Determination of voting entitlement For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a Shareholder and the holder of Shares if that person is registered as a holder of those Shares at 5:00pm AEDT on 25 November 2024. Votes Voting on each resolution will be by way of a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. Proxies A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 8 If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Shareholder. To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company, by mail at Automic GPO Box 5193, Sydney NSW 2001, in person Level 5, 126 Phillip Street Sydney NSW 200, by email at meetings@automicgroup.com.au or online at https://investor.automic.com.au/#/loginsah by 48 hours prior to commencement of the Meeting. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business. Subject to the voting restrictions set out in the Voting Exclusion Statements, the Chair will vote undirected proxies on, and in favour of Resolutions 1 to 7. If the proxy is the Chair, the Chair can vote undirected proxies on Resolution 1, provided that proxy form expressly authorises the Chair to vote on Resolution 1 even though Resolution 1 is connected with the remuneration of key management personnel (KMP). A form of proxy accompanies this Notice. Questions and Comments by Shareholders A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting. A reasonable opportunity will be given for Shareholders to ask questions of the Company’s external auditor, HLB Mann Judd. These questions should be relevant to: (a) the conduct of the audit; (b) the preparation and contents of the audit report; (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and (d) the independence of the auditor in relation to the conduct of the audit. Shareholders may also submit a written question to HLB Mann Judd if the question is relevant to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2024. Relevant written questions for the auditor must be received by the Company no later than 3:00pm AEDT on 20 November 2024. A representative of HLB Mann Judd will provide answers to the questions at the Meeting. Questions can be sent by email to the Company Secretary at justyn@stedwell.com.au or by post to BPH Global Ltd, Suite 324, Level 3, 96 Elizabeth St, Melbourne VIC 3000. BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 9 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 3:00pm AEDT on 27 November 2024 at Suite 5, Level 12, 530 Collins Street, Melbourne VIC 3000. 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 contained 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 Extraordinary 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 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 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 Annual Financial Report unless specifically requested to do so, the Company’s Annual Report can be viewed online at and on the ASX announcements platform www.asx.com.au (ASX code: BP8) and the Company’s website https://scu.com.sg. 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. BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 10 Resolutions 1. Resolution 1– Adoption of Remuneration Report 1.1. Background 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 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 Report. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for this Meeting. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. 1.2. Voting Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1. Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution. 1.3. Directors’ Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this Resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report. Where permitted, the Chair intends to vote all undirected proxies in favour of this Resolution. 2. Resolution 2 – Re-election of Paul Stephenson as a Director 2.1. Background BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 11 Paul Stephenson, a Director and current Chair of the Company retires at the Meeting and being eligible offers himself for Re-election. Mr Paul Stephenson was a partner in the Sydney Office of HWL Ebsworth Lawyers (HWLE) for thirteen years before retiring from the partnership in 2017. Mr Stephenson remains a consultant with HWLE. Mr Stephenson specialises in public and private equity fundraising, initial public offerings, backdoor listings and reverse mergers (both in Australia and the United States), and mergers and acquisitions involving both private and listed companies. Mr Stephenson has experience in a large number of industry sectors including resources, oil and gas, retailing, financial markets, the health sector and cannabis. Mr Stephenson has acted on many crossborder transactions and has expertise in equity capital markets and M&A transactions involving the USA, UK, China, Indonesia, Singapore, Malaysia, Hong Kong and Israel. Mr. Stephenson is considered to be an independent director. 2.2. Directors’ recommendation The Directors (Paul Stephenson abstaining) recommend that Shareholders vote in favour of this Resolution. 3. Resolutions 3, 4 and 5 – Issue of 8,333,334 Shares and 4,166,667 Options to Directors, Paul Stephenson (Resolution 3), Matthew Leonard (Resolution 4) and Francesco Cannavo (Resolution 5) upon conversion of Director loans to Shares 3.1. Background The Company seeks Shareholder for the issue of 8,333,334 Shares and 4,166,667 Options to Paul Stephenson (Resolution 3), 8,333,334 Shares and 4,166,667 Options to Matthew Leonard (Resolution 4) and 833,334 Shares and 4,166,667 Options to Francesco Cannavo (Resolution 5) as consideration for repayment of Director loans provided to the Company. Approval is sought for the purpose of ASX Listing Rule 10.11 and all other purposes, Messrs Stephenson, Leonard and Cannavo, each provided a $25,000 loan to the Company in August 2024 (see ASX announcement dated 31 July 2024) when other forms of funding (either debt or equity) were not available to satisfy the Company’s immediate cash flow needs. Each of these three Directors has agreed, subject to shareholder approval, to accept 8,333,334 Shares at $0.003 per Share and 4,166,667 Options with an exercise price of $0.006 per Option in consideration for repayment of the $25,000 loan amounts. 3.2. Regulatory Requirements – Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act prohibits a public company from giving a Financial Benefit to a Related Party of the public company without shareholder approval unless providing the benefit falls within a prescribed exception. A “Related Party” is defined widely in section 228 of the Corporations Act and includes, relevantly, a director (or proposed director) of a public company, any entity that controls (or is reasonably likely to control) a public company, and any entity that is controlled by a person or entity which is otherwise a Related Party, or there are reasonable grounds to believe that a person/entity is likely to become a Related Party of the public company. A “Financial Benefit” for the purposes of the Corporations Act has a very wide meaning. It BPH Global Limited |Annual General Meeting – Notice of Meeting and Explanatory Statement 12 includes the public company paying money or issuing securities to the Related Party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). The proposed Resolutions 3,4 and 5, if passed, will confer financial benefits to the Proposed Participant (who, being a Director, is a Related Party of the Company), as Messrs Stephenson, Leonard and Cannavo would be issued Shares and Options. However, section 210 of the Corporations Act provides that shareholder approval is not needed to give a financial benefit o