2016
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM
TO SHAREHOLDERS
A PROXY FORM IS ATTACHED
Date of Meeting: 18 November 2016 Time of Meeting: 10 a.m WST Place of Meeting: ANZAC House Gallipoli Room
28 St Georges Terrace Perth, Western Australia
ABN 22 080 933 455
Please read the Notice and Explanatory Memorandum carefully.
If you are unable to attend the meeting, please complete and return the enclosed proxy form in accordance with the specified instructions.
ARAFURA RESOURCES LIMITED
NOTICE OF MEETING 2016
AGENDA
Ordinary Business
An Explanatory Memorandum containing information in relation to each of the following resolutions accompanies the Notice of Annual General Meeting.
Annual Report
To receive and consider the consolidated financial statements of the Company and its controlled entities for the year ended 30 June 2016 and the reports of the Directors and auditors for the financial year ended 30 June 2016.
Resolution 1 - Remuneration Report
The Company's board is submitting its Remuneration Report to shareholders for consideration and adoption by way of a non-binding resolution. To consider, and if thought fit, to pass the following non-binding resolution as an ordinary resolution:
"That the Remuneration Report for the year ended 30 June 2016 be adopted."
Resolution 2 - Re-election of Terry Grose as Director
This item of business has been brought to the attention of shareholders for consideration to fill a vacancy arising as a result of Mr Terry Grose retiring by rotation in accordance with rule 7.1(d) of the Company's constitution. It is therefore proposed.
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Terry Grose, being a Director of the Company who retires by rotation under rule 7.1(d) of the Company's constitution, and being an eligible person, is re-elected as a Director of the Company with effect from the close of this meeting."
Resolution 3 - Election of Zhang Quansheng as Director
This item of business has been brought to the attention of shareholders for consideration to fill a vacancy arising as a result of Mr Cungen Ding retiring by rotation in accordance with rule 7.1(d) of the Company's constitution. Mr Ding has indicated he is not standing for re-election.
As a consequence of Mr Ding's retirement Mr Zhang Quansheng, has been nominated by the Directors for election in accordance with rule 7.1(k)(2) of the Company constitution.
It is therefore proposed to consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That under rule 7.1(i) of the Company's constitution, Zhang Quansheng, being an eligible person, is elected as a Director of the Company with effect from the close of this meeting."
Resolution 4 - Approval of Arafura Resources Limited Employee Option Plan
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of Exception 9 in Listing Rule 7.2, and for all other purposes, approval is given for the Company to adopt, and to issue securities pursuant to, the Arafura Resources Limited Employee Share Option Plan, a summary of which is set out in the Explanatory Memorandum accompanying the Notice of Meeting."
Resolution 5 - Approval of 10% Placement Capacity
To consider, and if thought fit, to pass the following resolution as a special resolution:
"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of 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 set out in the Explanatory Memorandum."
ARAFURA RESOURCES LIMITED
NOTICE OF MEETING 2016
Other Business
To deal with any other business which may be brought forward in accordance with the Company's constitution or the Corporations Act.
Explanatory Memorandum
Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
Capitalised terms which are not defined in this Notice of Meeting and Explanatory Memorandum are defined in Annexure A to the Explanatory Memorandum.
Resolutions are not inter-dependent
The resolutions are not inter-dependent. This means that a resolution may be passed notwithstanding that one or more of the other resolutions are not passed.
Snapshot date
It has been determined that in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are the registered holders at 4.00 pm WST on 16 November 2016. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
Voting exclusions
The Company will disregard:
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any votes cast on Resolution 1 in any capacity by, or on behalf of, either of the following persons:
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a member of the Key Management Personnel for the company, details of whose remuneration are included in the remuneration report; or
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a Closely Related Party of such a member.
However a person described above (the "voter") may cast a vote on Resolution 1 as a Proxy if the vote is not cast on behalf of a person described in paragraph (a) or (b) above and either:
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the voter is appointed as a Proxy by writing that specifies the way the Proxy is to vote on the resolution; or
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the voter is the chair of the meeting and the appointment of the chair as Proxy:
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does not specify the way the Proxy is to vote on the resolution; and
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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 for the company.
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any votes cast on Resolution 2 by Mr Terry Grose and any of his Associates;
ARAFURA RESOURCES LIMITED | NOTICE OF MEETING 2016
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any votes cast on Resolution 3 by Mr Zhang Quansheng and any of his Associates;
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any votes cast on Resolution 4 by a Director (except a Director who is ineligible to participate in the Company's Option Plan) and any of their associates. However, the Company need not disregard a vote on Resolution 4 if:
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it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
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any votes cast on Resolution 5 by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
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ARAFURA RESOURCES LIMITED
NOTICE OF MEETING 2016
Voting exclusions in relation to proxy voting by Key Management Personnel or Closely Related Parties where they hold an undirected proxy
Furthermore, under Section 250BD(1) of the Corporations Act, a person appointed as proxy must not vote, on the basis of that appointment, on a resolution connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, being Resolution 1 and 4 if:
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the person is either a member of the Key Management Personnel for the Company, or a Closely Related Party of the member of the Key Management Personnel for the Company; and
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the appointment does not specify the way the proxy is to vote on the resolution.
Under Section 250BD(2) of the Corporations Act the Company need not disregard a vote because of Section 250BD(1) of the Corporations Act if:
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the person is the chair of the meeting acting as proxy; and
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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 for the Company.
Chairman and Chairman's voting intentions for undirected proxies
It is proposed that the Chairman of the Meeting be the Chairman of the Board of Directors, Mr. Ian Kowalick. It is the Chairman's intention to vote undirected proxies which he holds as proxy in favour of all resolutions where possible.
How to vote
You may vote by attending the meeting in person, by proxy or by authorised representative. A corporate shareholder may also appoint a corporate representative.
Voting in person
To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am WST on 18 November 2016.
Voting by proxy
A shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder and can be either an individual or a body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:
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appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; and
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provides satisfactory evidence of the appointment of its corporate representative.
If such evidence is not received, then the body corporate (through its representative) will not be permitted to act as a proxy.
ARAFURA RESOURCES LIMITED | NOTICE OF MEETING 2016
A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.
Voting online
Shareholders may vote online at www.linkmarketservices.com.au; To vote online, select "Investor Login" and enter Arafura Resources Limited or ASX code 'ARU' in the 'Issuer Name' field, your Securityholder Reference Number ('SRN') or Holder Identification Number ('HIN') (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click 'Login'. Select the "Voting" tab and then follow the prompts. You will be taken to have signed and returned your Proxy Form if you vote online in accordance with the instructions given on the website. If you choose to vote online, you must vote by the Proxy Deadline.
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