TALISMAN MINING LIMITED
ABN 71 079 536 495
NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM
TIME: 10.00 am (WST)
DATE: Thursday, 10 November 2016
PLACE: Celtic Club 48 Ord Street
West Perth, Western Australia 6005
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.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9380 4230.
CONT EN TS P A G E
Notice of Annual General Meeting 4
Explanatory Statement 9
Glossary 26
Annexure A - Information Required by Listing Rule 7.3A.6 27
Annexure B - Summary of the Executive and Employee Option Plan 28
Annexure C - Valuation of Options 30
TI M E A N D P L A C E O F M E E T I N G A N D H O W T O V O T E
VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
10.00 am (WST) on Thursday, 10 November 2016 at:
Celtic Club 48 Ord Street
West Perth, Western Australia 6005
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
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 of Meeting and by submitting their proxy appointment and voting instructions in person, on-line, by post, or by facsimile.
VOTING IN PERSON
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 attendance recorded. Attorneys should bring with them an original or certified copy of the power of
attorney under which they have been authorised to attend and vote at the meeting.
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. Shareholders can download and fill out the 'Appointment of Corporate Representation' form from the website of the share registry of the Company - www.linkmarketservices.com.au.
VOTING BY PROXY
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.
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).
A proxy need not be a shareholder and can be either an individual or a body corporate.
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. However, for the purposes of Resolution, 1,6,7,8,9,10 or 11 where a
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Restricted Voter is appointed as your proxy, that person generally will not cast your vote on Resolutions 1, 6, 7, 8, 9, 10 or 11 if you have not directed them how to vote on that Resolution or, if the proxy is the Chair of the Meeting, unless the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. These rules are explained in this Notice.
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of the Remuneration Report), Resolution 6 (Re-Approval of Executive and Employee Option Plan) and Resolution 7-11 (Issue of options to related parties) by marking either "For", "Against" or "Abstain" for that item of business.
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.
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.
Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman 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 Chairman 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.
To be effective, proxies must be lodged by 10.00am (WST) on 8 November 2016. Proxies lodged after this time will be invalid.
Proxies may be lodged using any of the following methods:
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by post using the pre-addressed envelope provided with this Notice;
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by post to Talisman Mining Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235;
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in person to 1A Homebush Bay Drive, Rhodes NSW 2138;
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by faxing a completed proxy form to
+61 2 9287 0309; or
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online - www.linkmarketservices.com.au Select 'Investor Login' and enter the holding details as shown on the proxy form. Select the 'Voting' tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.
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, by facsimile, or online and by 10.00 am (WST) on 8 November 2016, being not later than 48 hours before the commencement of the meeting. If facsimile transmission is used, the power of attorney must be certified.
SHAREHOLDERS WHO ARE ENTITLED TO VOTE
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, 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 7.00 pm (AEDT) (4.00pm WST) on 8 November 2016.
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NO T I C E O F A N N U A L G E NE R A L M E E T I NG
Notice is given that the Annual General Meeting of Shareholders will be held at 10.00 am (WST) on Thursday, 10 November 2016 at the Celtic Club, 48 Ord Street, West Perth, Western Australia 6005.
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 are part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
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ANNUAL REPORT
To receive and consider the financial report of the Company together with the reports of the directors and the auditor for the financial year ended 30 June 2016.
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RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the financial year ended 30 June 2016 be adopted".
The vote on this Resolution is advisory only and does not bind the Company or the directors. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.
Voting Exclusion:
In accordance with section 250R(4) of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by, or on behalf of, either of the following persons:
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a member of Key Management Personnel ("KMP"), details of whose remuneration are included in the remuneration report; or
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a closely related party of such a member.
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However, such a person may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:
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the proxy is appointed by writing and the appointment specifies how the proxy is to vote on the proposed resolution; or
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if the appointment does not specify how the proxy is to vote on the resolution (undirected proxy), the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
The Chair of the Meeting will vote any undirected proxies in favour of Resolution 1 in accordance with the requirements of the Corporations Act and ASX Listing Rules.
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on this Resolution by marking either "For", "Against" or "Abstain" for that item of business.
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