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Argent Minerals Limited
AUSTRALIA ARD.AX 0,02 AU$ 0,00%
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23 Sep 2016 Notice of Annual General Meeting/Proxy Form

Publié le 23 septembre 2016

ARGENT MINERALS LIMITED ACN 124 780 276

NOTICE OF ANNUAL GENERAL MEETING AND

EXPLANATORY MEMORANDUM

Annual General Meeting of the Company will be held at Level 4, 60 Carrington Street, Sydney, New South Wales on Friday, 28 October 2016 at 11:00am (AEDT).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (+61 2) 9300 3390.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice.

ARGENT MINERALS LIMITED

A C N 1 2 4 7 8 0 2 7 6

NOTICE OF GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Argent Minerals Limited (Company) will be held at Level 4, 60 Carrington Street, Sydney, New South Wales, on Friday, 28 October 2016 at 11:00am (AEDT) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 26 October 2016 at 7pm (AEDT).

AGENDA

  1. Financial & Other Reports

    To receive and consider the financial report for the year ended 30 June 2016 and the accompanying Directors' report, Directors' Declaration and Auditors' Report.

  2. Resolution 1 - Adoption of the Remuneration Report

    To consider and, if thought fit, to pass with or without amendment, as an advisory resolution the following:

    "That the Remuneration Report that forms part of the Directors' Report for the financial period ended 30 June 2016, be adopted."

    The Remuneration Report is set out in the Directors' Report in the Annual Report. Please note that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

    Voting Exclusion

    In accordance with sections 250R and 250BD of the Corporations Act 2001, the Company will disregard any votes cast on this Resolution by any Key Management Personnel ("KMP") whose remuneration details are included in the Remuneration Report or who is a closely related party of a KMP.

    The Company will not disregard a vote if:

  3. it is cast by a KMP or a closely related party of a KMP as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

  4. it is cast by the Chairman 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.

    KMPs and their closely related parties will commit an offence under the Corporations Act if they vote in relation to this resolution in breach of the voting restrictions.

  5. Resolution 2 - Re-Election of Mr Stephen Gemell as a Director

    To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

    "That Mr Stephen Gemell, having retired in accordance with the Company's Constitution and the Listing Rules, and being eligible, offers himself for re-election, be re-elected as a Director of the Company with immediate effect."

  6. Resolution 3 - Ratification of Prior Issue of Securities - Listing Rule 7.4

    To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

    "That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 697,263 Shares on 15 June 2016, on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of that person.

    The Company will not disregard a vote if:

  7. 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

  8. it is cast by the Chairman 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.

  9. Resolution 4 - Approval of Issue of 7,000,000 Options to Mr. David Busch

    To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

    "That for the purposes of ASX Listing Rule 10.11, the grant of 7,000,000 options to Mr David Busch (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by David Busch (or his nominee) and any associates of David Busch.

    The Company will not disregard a vote if:

  10. 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

  11. it is cast by the Chairman 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.

  12. Resolution 5 - Approval of 10% Placement Facility

    To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

    "That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed by Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by a person (and any associates of such person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares (and any associates of such person), if this Resolution is passed.

    The Company will not disregard a vote if:

  13. 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

  14. it is cast by the Chairman 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.

  15. Resolution 6 - Approval of Appointment of KPMG as Auditor of the Company

  16. To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

    "That for the purpose of section 327B of the Corporations Act and for all other purposes, KPMG having been nominated to act as the Company's auditor and having consented to act, be hereby appointed as the auditor of the Company with immediate effect."

    BY ORDER OF THE BOARD

    Vinod Manikandan Company Secretary

    Dated: 23 September 2016

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