This Notice of Extraordinary 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 Extraordinary 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 Extraordinary General Meeting of Shareholders of Comet Resources Limited will be held at the Boardroom, Kalamunda Hotel, 43 Railway Parade, Kalamunda, Western Australia on Wednesday, 2nd November 2016 at 12.00 pm (WST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary 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 Extraordinary General Meeting are those who are registered as Shareholders on 31st October 2016 at 5.00pm (WST).
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Re-election of Directors
To consider and, if thought fit, to pass, with or without amendment the following separate resolutions as
ordinary resolutions:
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"That for the purpose of the Corporations Act, clause 3.6 of the Constitution and for all other purposes, Mr Robert Oswald Jones, being a Director of the Company who ceases to hold office immediately before the end of the Extraordinary General Meeting in accordance with section 250V(1)(b) of the Corporations Act and, being eligible, is re-elected as a Director of the Company".
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"That for the purpose of the Corporations Act, clause 3.6 of the Constitution and for all other purposes, Mr Edmund Czechowski, being a Director of the Company who ceases to hold office immediately before the end of the Extraordinary General Meeting in accordance with section 250V(1)(b) of the Corporations Act and, being eligible, is re-elected as a Director of the Company".
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"That for the purpose of the Corporations Act, clause 3.6 of the Constitution and for all other purposes, Mr Hamish Halliday, being a Director of the Company who ceases to hold office immediately before the end of the Extraordinary General Meeting in accordance with section 250V(1)(b) of the Corporations Act and, being eligible, is re-elected as a Director of the Company".
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Resolutions 1(i) - 1(iii) will only be put to the Meeting if Resolution 2 (Spill Resolution) at the Company's 2016 Annual General Meeting is passed. Please read the accompanying Explanatory Memorandum to the 2016 Annual General Meeting for further information.
Dated 26th September 2016
BY ORDER OF THE BOARD
Edmund Czechowski
Company Secretary
EXPLANATORY MEMORANDUM
1. 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 Extraordinary General Meeting to be held at the Boardroom, Kalamunda Hotel, 43 Railway Parade, Kalamunda, Western Australia on Wednesday 2nd November 2016 at 12.00 pm (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 of Meeting.
A Proxy Form is located at the end of the Explanatory Memorandum.
Background to the Extraordinary General Meeting
At the Company's 2015 Annual General Meeting more than 25% of the votes were cast against the adoption of the 2015 Remuneration Report. If at the 2016 Annual General Meeting (due to be held immediately before the Extraordinary General Meeting) 25% or more of votes cast are against the adoption of the 2016 Remuneration Report, Shareholders will be required to vote on a Resolution ("Spill Resolution") on whether a further general meeting of the Company ("Spill Meeting") will be convened at which all of the Company's Directors (other than the Managing Director) must stand for re-election should they wish to continue as Directors.
Please see the accompanying Notice of 2016 Annual General Meeting for further information regarding the Spill Resolution and Spill Meeting.
Spill Meeting
This Extraordinary General Meeting is the Spill Meeting and will take place if the Spill Resolution is passed. If the Spill Resolution is not required to be voted on, or is not passed at the 2016 Annual General Meeting, the Resolutions proposed to be voted on at this Extraordinary General Meeting are not required and will be withdrawn.
If the Spill Resolution is passed, all of the Company's Directors who were in office when the Board resolution to approve the Directors' Report was passed, will cease to hold office immediately before the end of the Spill Meeting. Those Directors elected or re-elected at the Spill Meeting will commence to hold office at the end of the Spill Meeting. Mr Jones, Mr Czechowski and Mr Halliday were Directors of the Company when the Board resolution to approve the Directors' Report was passed. Mr Jones, Mr Czechowski and Mr Halliday have nominated for re-election to the office of Director.
Notwithstanding the results of the Spill Meeting, the Company may retain three Directors (or two plus the Non-Executive Chairman), being the minimum number of Directors required for a public company under the Corporations Act. If no person receives sufficient votes to be elected as Director by way of ordinary resolution, then the Directors that are retained to maintain the statutory minimum will be those candidates for election with the most votes cast in favour of their appointment. If two or more persons have the same percentage of votes in favour of their appointment, the other Directors will choose one of those persons as the appointed Director.
For the purpose of determining the length of time in office for future retirements by rotation, each Director who is re- elected at a Spill Meeting is considered to have been in office from the time of their previous election (ie their term of office runs as if the cessation and appointment at the Spill Meeting had not happened).
ELECTION OF DIRECTORS
Resolution 1(i) - Mr Robert Oswald Jones
Mr Jones being a Director of the Company, who will cease to hold office immediately before the end of the Spill Meeting and, being eligible, offers himself for re-election a Director of the Company.
Details of Mr Jones's qualifications and experience are contained in the Company's 2016 Annual Report.
Directors' Recommendation
The Directors (with Mr Jones abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.
Resolution 1(ii) - Mr Edmund Czechowski
Mr Czechowski being a Director of the Company, who will cease to hold office immediately before the end of the Spill Meeting and, being eligible, offers himself for re-election a Director of the Company.
Details of Mr Czechowski's qualifications and experience are contained in the Company's 2016 Annual Report.
Directors' Recommendation
The Directors (with Mr Czechowski abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.
Resolution 1(iii) - Mr Hamish Halliday
Mr Halliday being a Director of the Company, who will cease to hold office immediately before the end of the Spill Meeting and, being eligible, offers himself for re-election a Director of the Company.
Details of Mr Halliday's qualifications and experience are contained in the Company's 2016 Annual Report.
Directors' Recommendation
The Directors (with Mr Halliday abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.
CHAIRMAN'S UNDIRECTED PROXIES
The Chairman of the meeting will vote undirected proxies on, and in favour of all the proposed Resolutions.
VOTING BY PROXY
Please note that:
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A member of the Company is entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies;
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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 is not specified each proxy is entitled to cat half the number of votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.
Definitions
In this Notice of Meeting and the Explanatory Memorandum:
$ means Australian Dollars.
Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2016.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
Board or Board of Directors means the Board of Directors of the Company.
Chair or Chairman means the person appointed to chair the Meeting convened by this Notice of Meeting.
Closely Related Party means:
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a spouse or child of the member; or
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has the meaning given in section 9 of the Corporations Act.
Comet and Company means Comet Resources Limited ACN 060 628 202.
Constitution means the constitution of the Company as at the commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a Director of the Company.
Directors' Report means the annual directors' report.
EGM, Extraordinary General Meeting or Meeting means the extraordinary general meeting of Shareholders convened for the purpose of considering the Resolutions.
Explanatory Memorandum means the Explanatory Memorandum attached to the Notice.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.
Key Management Personnel means key management personnel as identified in the Remuneration Report for the financial year ended 30 June 2016.
Listing Rules means the listing rules of ASX.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice means this notice of meeting.
Managing Director means the Managing Director of the Company.
Proxy Form means the proxy form attached to this Notice of Meeting.
Remuneration Report means the remuneration report of the Company contained in the Directors' Report.
Resolution means a resolution contained in the Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
WST means Western Standard Time, being the time in Perth, Western Australia.
In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.