Austral Gold Limited (ASX: AGD) advises that the following documents will be sent to shareholders today:
on Thursday, 26 November 2015 at 10.00 a.m. (AEDT)
This notice of Annual General Meeting and Explanatory Statement should be read in its 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.
The Annual General Meeting of the Shareholders of Austral Gold Limited will be held at the offices of BDO, located at Level 11, 1 Margaret Street, Sydney, New South Wales 2000 on Thursday, 26 November 2015 at 10.00
a.m. (AEDT).
The business of the General Meeting affects your shareholding and your vote is important.
To vote in person, please attend the General Meeting on the date and at the place set out above.
To appoint a proxy, please complete and sign the Proxy Form enclosed and send it either:
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by post, to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne 3001, Victoria, Australia; or
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by facsimile, to Computershare on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or Lodge your proxy appointment online at:
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www.investorvote.com.au; or
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www.intermediaryonline.com so that it is received no later than 10.00 a.m. (AEDT) on Tuesday, 24 November 2015.
PROXY FORMS RECEIVED LATER THAN THIS TIME AND DATE WILL BE INVALID.
Notice of Annual General Meeting
Notice is given that an Annual General Meeting of Shareholders of Austral Gold Limited (Company) will be held at the offices of BDO located at Level 11, 1 Margaret Street, Sydney, New South Wales 2000 on 26 November 2015 at 10.00 a.m. (AEDT).
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General 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 General Meeting are those who are registered Shareholders on Tuesday, 24 November 2015 at 10.00 a.m. (AEDT).
AGENDA FOR ANNUAL GENERAL MEETING
Item 1 - Adoption of 2015 Annual Report
To receive and consider the Annual Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2015.
Shareholders are reminded that the 2015 Annual Report has only been mailed to those Shareholders who have elected to receive annual reports in hard copy. The 2015 Annual Report can be viewed on the Company's website at www.australgold.com.au.
If you have not previously elected to receive a printed copy of the Annual Financial Report and would like one, please phone +61 (2) 9380 7233 or email [email protected]au, and a copy will be sent to you free of charge.
Item 2 - Adoption of Remuneration Report
To receive, consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
'To adopt the Remuneration Report for the year ended 30 June 2015.' (Resolution 2)
Item 3 - Re‐election of Mr Eduardo Elsztain
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: 'That Mr Eduardo Elsztain be re‐elected as a Director of the Company.' (Resolution 3)
Item 4 - Re‐election of Mr Stabro Kasaneva
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: 'That Mr Stabro Kasaneva be re‐elected as a Director of the Company.' (Resolution 4)
Item 5 - Approval of 10% capacity to issue Equity Securities
To consider and, if thought fit, pass the following Resolution as a Special Resolution:
'That for the purposes of Listing Rule 7.1A and for all other purposes, approval be given for the Company to
issue and allot, or agree to issue and allot, Equity Securities up to 10
of the issued capital in the Company
(at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.'
(Resolution 5)
Other Business
To transact any other business as may be brought before the Annual General Meeting.
Dated: 16 October 2015
By Order of the Board
Andrew Bursill Company Secretary Austral Gold Limited
Voting Exclusion Statement
For the definitions of Key Management Personnel (KMP) and Closely Related Parties, please refer to the Glossary.
The Corporations Act restricts members of the KMP and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolution 2). In addition, separate voting restrictions apply in respect of other Resolutions in accordance with the provisions of the Listing Rules.
What this means for Shareholders: If you intend to appoint a member of the KMP (other than the Chair of the Meeting) as your proxy, please ensure that you direct them how to vote on Resolution 2. If you do not do so, your proxy will not be able to vote on your behalf on Resolution 2.
If you intend to appoint the Chair of the Meeting as your proxy, you are encouraged to direct him/her as to how to vote by marking the relevant box for Resolution 2 (for example, if you wish to vote for, or against, or to abstain from voting). If you appoint the Chair as your proxy without directing him/her how to vote, the Proxy Form authorises him/her to vote as he/she decides on Resolution 2 (even though Resolution 2 may be connected to the remuneration of KMP). The Chair of the Meeting intends, where permitted, to vote in favour of Resolution 2.
The Company will disregard votes cast on the Resolutions by the persons detailed in the table below.
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Resolution
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Voting exclusions
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Resolution 2 - Adoption of Remuneration Report
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A vote must not be cast in any capacity by:
In addition, no votes may be cast as a proxy by any other person who has become a member of the KMP by the time of the Meeting or any of their Closely Related Parties.
However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 2, if:
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Resolution 5 - Approval of 10% capacity to issue Equity Securities
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A vote must not be cast by:
However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 5 if:
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a current or former member of the KMP whose remuneration details are included in the Remuneration Report for the year ended 30 June 2015; and
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any Closely Related Party of any such member of the KMP.
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the vote is cast in accordance with the directions on the Proxy Form, specifying how the proxy is to vote on Resolution 2; or
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the vote is cast by the Chair of the Meeting and the Proxy Form authorises him/her to vote as he/she decides on Resolution 2 (even though it is connected with the remuneration of members of the KMP, including the Chair).
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any of the persons who may participate in the proposed issue of the securities that are the subject of Resolution 5, and any persons who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares; and
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any Associate of any of those persons.
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the vote is cast in accordance with the directions on the Proxy Form, specifying how the proxy is to vote on Resolution 5; or
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the vote is cast by the Chair of the Meeting, in accordance with a direction on the Proxy Form, to vote as the proxy decides.
Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders of Austral Gold Limited (Company) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the offices of BDO located at Level 11, 1 Margaret Street, Sydney, New South Wales 2000 on 26 November 2015 at 10.00 a.m. (AEDT).
The purpose of this Explanatory Statement is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass any or all of the Resolutions.
Item 1 - Adoption of 2015 Annual Report
The business of the General Meeting will include receipt and consideration of the Company's Annual Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2015, which are included in the 2015 Annual Report.
In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the General Meeting to ask questions and make comments on the 2015 Annual Report, and on the management of the Company.
The Company's auditor will be present at the General Meeting. During the discussion of this Item 1, the auditor will be available to answer questions on:
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the conduct of the audit;
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the preparation and content of the Auditor's Report;
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the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and
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the independence of the auditor in relation to the conduct of the audit.
Written questions for 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 2015 Annual Report to the Company's auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the General Meeting.
Please note that all written questions must be received at least five business days before the General Meeting, that is, by no later than 19 November 2015.
Item 2 - Adoption of Remuneration Report
The Remuneration Report is set out in the 2015 Annual Report. The Remuneration Report details the Company's remuneration arrangements for the Directors and senior management of the Company.
Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 2 is advisory only and not binding on the Company or its Directors.
However, under the Corporations Act, if at least 25% of the votes cast on Resolution 2 are against the adoption of the Remuneration Report,1 then:
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if comments are made on the Remuneration Report at the General Meeting, the Company's 2016 Remuneration Report will be required to include an explanation of the Board's proposed action in response to those comments or, if no action is proposed, the Board's reasons for this; and
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if, at the Company's annual general meeting for the financial year ended 30 June 2016 (2016 AGM), at least 25% of the votes cast on the resolution for adoption of the Remuneration Report in respect of that financial year are against that resolution, the Company will be required to put to Shareholders at the 2016 AGM, a
1 See Part 2G.2, Division 9 of Corporations Act
resolution proposing that an extraordinary general meeting (EGM) be called no later than 90 days after the date of the 2016 AGM, to consider the election of Directors (Spill Resolution). If the Spill Resolution is passed at the 2016 AGM (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at that subsequent EGM, unless re‐elected at that EGM.
For the financial year ended 30 June 2014, in excess of 75% of votes cast on a resolution to adopt the 2014 Remuneration Report, were in favour of the adoption of that Remuneration Report.
In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the General Meeting to ask questions and make comments on the Remuneration Report.
Board recommendation: The Remuneration Report forms part of the Directors' Report, which was approved in accordance with a unanimous resolution of the Board. Each Non‐Executive Director recommends that Shareholders vote in favour of adopting the Remuneration Report.
Item 3 - Re‐election of Mr Eduardo Elsztain
Clause 13.2 of the Constitution requires that one third of the Directors (or if their number is not a multiple of three, then the number nearest one third, rounded upwards) must retire at each annual general meeting. It also provides that a Director who retires under clause 13.2 is eligible for re‐election.
Mr Elsztain was appointed as a Director on 29 June 2007 and appointed Chairman on 2 June 2011. He was re‐ elected at the annual general meeting of the Company held on 28 November 2012. He now retires by rotation and, being eligible, seeks re‐election in accordance with clause 13.2 of the Constitution.
Mr. Elsztain is the Chairman of:
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IRSA (NYSE: IRSA, BASE: IRSA): Argentina's largest real estate company, operating a diversified portfolio of shopping centres, office buildings, luxury hotels and residential properties in Argentina and United States;
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Cresud (NASDAQ: CRESY, BASE: CRES): a leading agri‐business company, with presence in Argentina and Bolivia, involved in activities such as crop production, beef cattle raising and milk production;
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BrasilAgro (NYSE: LND, BOVESPA:AGRO3): Companhia Brasileira de Propriedades Agrícolas, Cresud's arm in Brazil and Paraguay;
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Banco Hipotecario (BASE: BHIP): one of Argentina's largest commercial banks, engaged in the personal banking and corporate banking sectors.
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IDB Development (TASE:IDBD): a leading conglomerate in Israel which directly and indirectly owns Clal Insurance (TASE: CLIS), Shufersal (TASE: SAE), Cellcom (NYSE & TASE: CEL), Properties & Building Corp. (TASE: PTBL), ADAMA Agricultural Solutions, Elron Electronic Industries (TASE: ELRN) and others.
Mr. Elsztain is a member of the World Economic Forum, Council of the Americas, the Group of 50 and Argentina's Business Association (AEA), among others.
He is president of Fundacion IRSA, which promotes education among children and young people, including 'Puerta 18', a program that provides free computing and technology education for young people from low‐ income backgrounds in order to develop their scientific, artistic and professional talents.
Mr Elsztain is a Non‐Independent Non‐executive Director and Chairman.
Mr Elsztain has not held any other Directorships with listed companies in the last three years.
Board recommendation: The Directors unanimously recommend the re‐election of Mr Elsztain.
Item 4 - Re‐election of Mr Stabro Kasaneva
Mr Kasaneva was appointed as a Director on 7 October 2009 and was re‐elected at the annual general meeting of the Company held on 28 November 2012. He now retires by rotation and, being eligible, seeks re‐election in accordance with clause 13.2 of the Constitution.
Mr Kasaneva holds a degree in Geology from the Universidad Católica del Norte, Chile. He has more than 20 years experience in geology and exploration of gold deposits, mainly focused on the Paleocene belt in Northern Chile, where Guanaco, Austral Gold's flagship gold/silver mine, is located.
Mr Kasaneva is a Non‐independent Executive Director
In the last three years, Mr Kasaneva has not held any other Directorships with listed companies.
Board recommendation: The Directors unanimously recommend the re‐election of Mr Kasaneva.
Item 5 - Approval of 10% capacity to issue Equity Securities
Listing Rule 7.1
Listing Rule 7.1 restricts listed companies in relation to the number of Equity Securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12 month period, issue a number of Equity Securities which is more than 15% of its fully paid ordinary shares on issue without shareholder approval (15% limit), unless an exception applies. The Company has not exceeded its 15% limit.
Listing Rule 7.1A
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued capital (10% limit) through placements over a 12 month period after an annual general meeting. This placement capacity is in addition to the Company's ability to issue Shares up to the 15% limit without prior Shareholder approval and otherwise in accordance with Listing Rule 7.1.
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 of A$300 million or less. The Company is an eligible entity.
Shareholder approval is being sought in accordance with Listing Rule 7.1A to give the Company the ability to issue Equity Securities under Listing Rule 7.1A up to the 10% limit.
Current securities on issue
As at the date of this Notice, the Company has the following classes and numbers of Equity Securities on issue:
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Security Class
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Number on issue
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Shares
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478,761,995
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Unlisted Options, exercise price A$0.30, expiry date 15 November 2016
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140,949
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Duration of approval of 10% limit
Shareholder approval of the 10% limit under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained (Approval Date) and expires on the earlier to occur of:
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the date that is 12 months after the date of the General Meeting; or
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the subsequent date of the approval by shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking), (Approval Period).
The exact number of Equity Securities to be issued under the 10% limit will be determined in accordance with the following formula, which is prescribed in Listing Rule 7.1A.2:
Eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the Approval Period, a number of Equity Securities calculated in accordance with the following formula:
A is the number of shares on issue 12 months before the date of issue or agreement to issue Equity Securities up to the 10% limit (Issue Date):
Listing Rule 7.3A requires the following information to be provided to Shareholders:
If Resolution 5 is approved by Shareholders and the Company issues Equity Securities up to the 10% limit under Listing Rule 7.1A, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. Furthermore there is a risk that:
any or all of which may cause a material reduction in the amount of funds (if any) raised by the issue of the Equity Securities.
The below table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Shares for variable 'A', calculated in accordance with the formula in Listing Rule 7.1A(2), as at 10 September 2015.