If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.
Notice is given that the Annual General Meeting of Shareholders of Golden Rim Resources Limited (ABN 39 006 710 774) (Company) will be held at 11.00am WST on Thursday, 26 November 2015 at Level 2, 10 Outram Street, West Perth, WA 6005 for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.
To receive and consider the financial statements of the Company for the year ended 30 June 2015, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.
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Resolution 1 - Non Binding Resolution to adopt Remuneration Report
To consider and, if thought fit, pass the following as a non-binding resolution:
'That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2015 be adopted.'
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.
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:
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it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
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it is not cast on behalf of a Restricted Voter.
Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 1 unless:
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the appointment specifies the way the proxy is to vote on Resolution 1; or
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the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1.
Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.
If you are a Restricted Voter and purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
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Resolution 2 - Re-election of Glenister Lamont as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That Glenister Lamont, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director of the Company.'
OTHER BUSINESS
To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.
Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.
By order of the Board
Hayley Butcher
Company Secretary Dated: 30 September 2015
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How to vote
Shareholders can vote by either:
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attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
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appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile.
Voting in person (or by attorney)
Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.
Voting by a Corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
Voting by proxy
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A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
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The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
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A proxy need not be a Shareholder.
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The proxy can be either an individual or a body corporate.
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If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
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If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
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Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.
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To be effective, proxies must be lodged by 11.00am WST on 24 November 2015, being 48 hours prior to the commencement of the Meeting. Proxies lodged after this time will be invalid.
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Proxies may be lodged using any of the following methods:
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by recording the proxy appointment and voting instructions via the internet at www.security transfer.com.au Only registered Shareholders may access this facility and will need their Holder Identification Number (HIN) or Securityholder Reference Number (SRN).
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by returning a completed Proxy Form in person or by post to:
Security Transfer Registrars PO BOX 535
APPLECROSS WA 6953 AUSTRALIA
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by faxing a completed Proxy Form to +61 8 9315 2233.
The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, 48 hours prior to the Meeting being due to commence. If facsimile transmission is used, the Power of Attorney must be certified.
Shareholders who are entitled to vote
In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00pm WST on 23 November 2015.
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Golden Rim Resources Limited (ABN 39 006 710 774)
Explanatory Memorandum
This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.
Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.
Financial Reports
The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2015 together with the Directors' Declaration and Report in relation to that financial year and the Auditor's Report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.
No resolution is required to be moved in respect of this item.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.
The Chairman will also provide shareholders a reasonable opportunity to ask the Company's Auditor questions relevant to:
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the conduct of the audit;
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the preparation and content of the Independent Audit Report;
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the accounting policies adopted by the Company in relation to the preparation of accounts; and
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the independence of the Auditor in relation to the conduct of the audit.
The Chair will allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.
RESOLUTION 1 - Non Binding Resolution to adopt Remuneration Report
Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2015 Annual Report be adopted.
The Remuneration Report is set out in the Company's 2015 Annual Report and is also available on the Company's website (www.goldenrim.com.au).
The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the applicable Directors' Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting if they wish to continue as Directors.
The Remuneration Report for the financial year ended 30 June 2014 did not receive a vote of more than 25% against its adoption at the Company's last annual general meeting held on 14 November 2014. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.
The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.
The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
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