IMPACT MINERALS LIMITED ACN 119 062 261
NOTICE OF ANNUAL GENERAL MEETING
TIME: 3.30 pm (WST)
DATE: 9 November 2016
PLACE: The Celtic Club 48 Ord Street
West Perth, Western Australia 6005
Your Annual Report is available online at: www.impactminerals.com.au
This 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 professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on (08) 6454 6666.
CONTENTS
Notice of Annual General Meeting (setting out the proposed Resolutions) 5
Explanatory Statement (explaining the proposed Resolutions) 8
Glossary 22
Proxy Form
TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE
The Annual General Meeting of the Shareholders of Impact Minerals Limited to which this
Notice of Meeting relates will be held at 3.30 pm (WST) on Wednesday, 9 November 2016 at the Celtic Club, 48 Ord Street, West Perth, Western Australia 6005.
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
HOW TO VOTE
Shareholders can vote by either:
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attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote;
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appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile; or
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lodging your proxy and voting online at www.investorvote.com.au by following the instructions set out on the attached Proxy Form.
VOTING IN PERSON
Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.
VOTING BY A CORPORATION
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
Shareholders can download and fill out the "Appointment of Corporate Representative" form from the website of the Company's share registry at:
https://www-au.computershare.com/Investor/help/PrintableForms.
VOTING BY PROXY
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A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
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The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
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A proxy need not be a Shareholder.
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The proxy can be either an individual or a body corporate.
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If a proxy votes, they must cast all directed proxies as directed.
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If a proxy does not vote on a resolution which has been directed by the Shareholder, the proxy for that resolution will automatically default to the Chair, who will vote the proxy as directed.
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If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.
However, where a member of the Key Management Personnel or a Closely Related Party of such a member is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy.
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If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of the Remuneration Report).
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Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
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If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
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If a proxy has 2 or more appointments that specify different ways to vote on a resolution then the proxy must not vote on a show of hands.
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Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.
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If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice of Meeting, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions.
LODGEMENT OF PROXY FORMS
A Proxy Form accompanies this Notice and to be effective must be received at the Company's share registry:
By mail: Computershare Investor Services Pty Limited
GPO Box 242, Melbourne VIC 3001, Australia;
Delivery: Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace, Perth WA 6000;
By fax: 1800 783 447 (within Australia)
or +61 3 9473 2555 (outside Australia)
Online: www.investorvote.com.au.
By mobile: Scan the QR Code on your Proxy Form and follow the prompts
Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions
so that it is received not later than 3.30 pm (WST) on Monday, 7 November 2016.
Proxy Forms received after this time will be invalid.
SHAREHOLDERS WHO ARE ENTITLED TO VOTE
The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00 pm WST on 7 November 2016.