GME RESOURCES LIMITED (ABN 62 009 260 315)
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT
FOR THE MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD AT
GME RESOURCES LIMITED UNIT 5 / 78 MARINE TERRACE
FREMANTLE, WESTERN AUSTRALIA
ON FRIDAY 18 NOVEMBER 2016 AT 11AM (WST)
Registered Office: Unit 5 / 78 Marine Terrace
Fremantle WA 6160
GME RESOURCES LIMITED
(ABN 62 009 260 315)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of shareholders of GME Resources Limited will be held on Friday 18 November 2016, at 11:00 am (WST) at GME Resources Limited, Unit 8 / 78 Marine Terrace, Fremantle, Western Australia to consider and if thought fit to pass the following Resolutions with or without amendment:
AGENDA
ADOPTION OF ANNUAL REPORT
That the Annual Report, including Financial Statements, Directors' declaration and accompanying Reports of the Directors and Auditors for the Financial Year ending 30 June 2016 be approved and adopted.
To consider and if thought fit to pass the following resolutions as ordinary resolutions:
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REMUNERATION REPORT
"That the Remuneration Report as set out in the Company's Annual Report for the year ended 30 June 2016, be adopted."
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RE-ELECTION OF DIRECTOR - MR MICHAEL PERROTT
"That Michael Delaney Perrott, who retires by rotation under Clause 21.3(2) of the Company's Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company."
(ABN 62 009 260 315)
NOTICE OF ANNUAL GENERAL MEETING
GENERAL NOTES:
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Remuneration Report Voting
Resolution 1 seeks approval of the Company's Remuneration Report, the vote on this item is advisory only and does not bind the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
The Chairman of the meeting intends to vote undirected proxies, that are able to be voted, in favour of the adoption of the remuneration report.
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Voting Prohibition Statement
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any Key Management Personnel (KMP) which includes the Directors of the Company, details of whose remuneration are included in the Remuneration Report, or any closely related party of that person (or those persons).
However, a person described above may vote on Resolution 1 if the person does so as a proxy appointed by writing, that specifies how the proxy is to vote on the Resolution, or where no voting directions have been given and the proxy votes consistent with the stated intention to vote valid undirected proxies, and the vote is not cast on behalf of a member of the Key Management Personnel or any closely related party of that person (or persons).
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Explanatory statement
An Explanatory Statement explaining and commenting on the Resolutions the subject of this Notice of Meeting are enclosed with this Notice of Meeting. That Explanatory Statement is deemed to form part of this Notice of Meeting.
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Proxy
A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies, to attend and to vote instead of the shareholder. The proxy need not be a member of GME Resources.
Proxy Forms must be lodged to the attention of the Company Secretary at Suite 8, 7 The Esplanade Mt Pleasant WA 6153 no later than 48 hours before the time of the meeting. A Proxy Form accompanies this Notice of Meeting.
Voting Entitlement
The Directors have determined in accordance with Regulation 7.11.37 of the Corporations Regulations that, for the purposes of attending and voting at the meeting, shares will be taken to be held by the registered holders at 5pm WST on Wednesday 16 November 2016.
Unless specified otherwise, all Resolutions once passed take effect from the close of the Meeting.
Dated this 30th day of September 2016
BY ORDER OF THE BOARD OF DIRECTORS
MARK PITTS
Company Secretary
(ABN 62 009 260 315)
NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT
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RESOLUTION 1 - REMUNERATION REPORT
"That the Remuneration Report as set out in the Company's Annual Report for the year ended 30 June 2016, be adopted."
Following changes to the Corporations Act 2001, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM's, shareholders will be required to vote at the second of those AGM's on a resolution ('spill resolution') that another meeting be held within 90 days at which all of the Company's directors (excluding the Managing Director) must offer themselves for re-election.
The Remuneration Report is for consideration and adoption by way of non-binding resolution. The vote on this resolution is advisory only and does not bind the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
The Board considers that its current practices of setting executive and non-executive remuneration are well within normal industry expectations, and provide an effective balance between the need to attract and retain the services of the highly skilled key management personnel that the Company requires. As such the directors recommend that shareholders vote in favour of the Company's remuneration report at Resolution 1.
If you choose to appoint a proxy you are encouraged to direct your proxy how to vote on Resolution 1 by marking either For, Against or Abstain on the voting form.
If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on Resolution 1 on the proxy form you acknowledge that the Chairman will exercise your proxy, in line with his stated intention, even if he has an interest in the outcome of the resolution.
The Chairman of the meeting intends to vote undirected proxies that are able to be voted in favour of the adoption of the remuneration report.
The Remuneration Report is set out in the GME Resources Limited Annual Report 2016 and is also available on the Company's web site (www.gm eresources.com.au).
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RESOLUTION 2 - RE-ELECTION OF MICHAEL DELANEY PERROTT
"That Michael Delaney Perrott, who retires by rotation under Clause 21.3(2) of the Company's Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company."
Clause 21.3(2) of the Constitution of the Company provides that one-third of the Directors must retire at the Annual General Meeting and those Directors are then eligible for re-election. Accordingly Michael Delaney Perrott, having retired as a director, offers himself for re-election as a director in accordance with the Constitution of the Company.
Mr Perrott is a very experienced and well respected Western Australian Businessman having been involved in the construction and contracting industry since 1969. He is currently Chairman and director of various listed and unlisted public and private companies.
Mr Perrott has been Chairman of the Company since his appointment as a director in 1996. The Directors recommend the approval of Resolution 2 to all Shareholders.