This Notice of Annual General Meeting and Explanatory Memorandum 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.
If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9466 7770
Notice is hereby given that the 2016 Annual General Meeting of Shareholders of Comet Resources Limited (Company) will be held at the Boardroom, Kalamunda Hotel, 43 Railway Parade, Kalamunda, Western Australia on Wednesday, 2nd November 2016 at 11.00 am (WST) (Meeting).
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice of Meeting.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 that the persons eligible to vote at the Annual General Meeting are those who are registered as Shareholders on 31st October 2016 at 5.00pm (WST).
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Financial Statements and Reports
To receive and consider the Financial Report together with the Directors' Report and the Independent Auditor's Report for the Company and its controlled entities for the year ended 30 June 2016.
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Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass the following in accordance with section 250R(2) of the Corporations Act 2001 as a non-binding resolution:
"That the Directors' Remuneration Report as set out in the Annual Report for the year ended 30 June 2016 be adopted."
In accordance with section 250R(2) of the Corporations Act 2001 ("Corporations Act"), the vote on Resolution 1 will be advisory only. However, if more than 25% of the votes cast on this resolution are against the resolution, then the Board Spill Resolution set out in Resolution 2 will be put to Shareholders for their consideration and vote.
Voting Exclusion Statement
The following voting exclusion statement applies under the Listing Rules or, where applicable the provisions of the Corporations Act, whereby a vote on this Resolution must not be cast by, or on behalf of, a member of the Key Management Personnel of the Company (including the Directors) whose remuneration details are included in the remuneration report, or a Closely Related Party of such member (as these persons are not entitled to cast a vote in their own capacity). However, a vote may be cast by such person if:
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the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
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the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.
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Resolution 2 - Board Spill Meeting Resolution (if required)
If less than 25% of the votes cast on Resolution 1 are voted against the adoption of the Remuneration Report, the Chairman will withdraw Resolution 2.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purposes of section 250V(1) of the Corporations Act and for all other purposes:
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an extraordinary meeting of Shareholders (the "Spill Meeting) be held within 90 days of the passing of this resolution;
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all the Company's Directors (other than the Managing Director) who were in office when the Directors' Resolution to have the Directors' Remuneration Report for the year ended 30 June 2016 considered at the Annual General Meeting was passed (being Robert Jones, Edmund Czechowski and Hamish Halliday) and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
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resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of Shareholders at the Spill Meeting".
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Voting Exclusion Statement
The following voting exclusion statement applies under the Listing Rules or, where applicable the provisions of the Corporations Act, whereby a vote on this Resolution must not be cast by, or on behalf of, a member of the Key Management Personnel of the Company (including the Directors) whose remuneration details are included in the remuneration report, or a Closely Related Party of such member (as these persons are not entitled to cast a vote in their own capacity). However, a vote may be cast by such person if:
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the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
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the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.
The Company is not required to disregard any votes cast, including by a member of the KMP (including each of the directors and executives named in the Company's Remuneration Report) or that KMP's closely related party on the resolutions to re-elect Directors at the Spill Meeting.
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Resolution 3 - Re-election of Director - Mr Edmund Czechowski
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Edmund Czechowski, who retires by way of rotation pursuant to Article 3.6 of the Company's Constitution and being eligible, is re-elected as a Director of the Company."
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Resolution 4 - 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 the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period on the terms and condition 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 a 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, if this Resolution is passed.
However, the Company will not disregard a vote if:
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it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
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it is cast by the Chairman of 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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Dated 26th September 2016
BY ORDER OF THE BOARD
Edmund Czechowski
Company Secretary
A C N 0 6 0 6 2 8 2 0 2
EXPLANATORY MEMORANDUM
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Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at the Boardroom, Kalamunda Hotel, 43 Railway Parade, Kalamunda, Western Australia on Wednesday 2nd November 2016 at 11.00 am (WST).
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
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Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
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Proxies
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
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a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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a proxy need not be a member of the Company; and
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a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
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Voting Prohibition by Proxy Holders
In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:
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a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
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a Closely Related Party of such member.
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However, a person described above may cast a vote on Resolution 1 as proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or