MOL - Notice of AGM
Moly Mines Limited
ACN 103 295 521
Notice of Annual General Meeting and Explanatory Memorandum
Annual General Meeting to be held at the offices of Herbert Smith Freehills, Level 34, ANZ Tower,
161 Castlereagh Street, Sydney, NSW, Australia on Monday, 30 May 2016 at 11.00am (EST).
The Notice of Annual General Meeting, Explanatory Memorandum and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.
A Proxy Form is enclosed. If you are unable to attend the Meeting, please complete and return the enclosed proxy form in accordance with the specified instructions.
Moly Mines Limited
ACN 103 295 521
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of Moly Mines Limited ACN 103 295 521 (Company) will be held at the offices of Herbert Smith Freehills, Level 34, ANZ Tower, 161 Castlereagh Street, Sydney, NSW on Monday, 30 May 2016 at 11.00am (EST).
Agenda items
Annual Financial Report
To receive and consider the financial report of the Company and the reports of the Directors and Auditors for the year ended 31 December 2015.
Neither the Corporations Act nor the Company's Constitution requires a vote of Shareholders on these reports. However, Shareholders will be given a reasonable opportunity to raise questions or make comments on the reports and ask questions of a representative of the Company's Auditor.
Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That the Remuneration Report for the year ended 31 December 2015 be adopted."
Note: The Remuneration Report is set out in the Company's 2015 Annual Report. The vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 1:
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in any capacity, by or on behalf of, a member of the Company's key management personnel (KMP), details of whose remuneration are included in the 2015 Remuneration Report and their Closely Related Parties (such as close family members and any controlled companies of a member of the KMP); and
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as a proxy by a member of the KMP at the date of the Meeting and their Closely Related Parties.
However, the Company will not disregard a vote cast on Resolution 1 by a member of the KMP or their Closely Related Parties if the vote is cast:
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as proxy for a person entitled to vote on Resolution 1 in accordance with a direction on the proxy form which specifies how the proxy is to vote on Resolution 1 (and the direction is not given by or on behalf of a member of the KMP or their Closely Related Parties); or
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by the Chairman of the Meeting in accordance with an express authorisation in the proxy form to exercise the proxy as the proxy thinks fit, even though Resolution 1 is connected with the remuneration of the Company's KMP.
Resolution 2 - Re-election of Ms. Cathie (Wei) Wu as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Ms. Cathie (Wei) Wu, who retires as a Director by rotation under rule 13.2 of the Company's Constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company."
Resolution 3 - Rotation of Mr. Kang Huan Jun as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr. Kang Huan Jun, a Director, retires by rotation as a Director of the Company and does not stand for re-election."
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Susan Hunter
Company Secretary.
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Dated this 28 April 2016. By order of the Board
IMPORTANT INFORMATION
Explanatory Memorandum
Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
Entitlement to vote
It has been determined that under 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 5.00pm (EST) on 28 May 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Proxies
Shareholders are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has the right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
If you wish to indicate how your proxy should vote (or that they should abstain from voting), please mark the appropriate boxes on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.
Unless you appoint the Chairman of the Meeting as your proxy, members of the KMP (which includes each of the Directors) will not be able to vote as proxy on Resolution 1, unless you direct them how to vote. If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, you should ensure that you direct that person how to vote on Resolution 1.
If you intend to appoint the Chairman of the Meeting as your proxy, you can direct the Chairman how to vote by marking the boxes for the relevant Resolution (for example, if you wish to vote 'for', 'against' or to 'abstain' from voting). However, if you do not mark the box next to Resolution 1, then by signing and returning the proxy form, you will be expressly authorising the Chairman to vote as he sees fit in respect of Resolution 1 even though it is connected with the remuneration of Company's KMP.
Please note that the Chairman of the Meeting intends to vote all undirected proxies in favour of each Resolution.
Voting by proxy can be completed in one of the following ways:
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Online: at www.investorvote.com.au
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Mobile: scan the QR Code on the enclosed Proxy Form and follow the prompts
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By mail: complete and sign the enclosed Proxy Form and return to: Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 Australia