The business of the Meeting affects your shareholding and your vote is important.
This Notice of 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.
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 Shareholders at 4.00pm on 14th November 2016.
-
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.
-
RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
-
a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
-
a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
-
the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
-
the voter is the Chair and the appointment of the Chair as proxy:
-
does not specify the way the proxy is to vote on this Resolution; and
-
expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
-
RESOLUTION 2 - ELECTION OF DIRECTOR - MR DOMINIC TRAYNOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 15.4 of the Constitution, ASX Listing Rule
14.4 and for all other purposes, Mr Dominic Traynor, a Director who was appointed as an additional Director on 23 March 2016, retires, and being eligible, is elected as a Director."
-
RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR RUSSELL HARDWICK
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 15.2 of the Constitution, ASX Listing Rule
14.4 and for all other purposes, Mr Russell Hardwick, a Director, retires by rotation, and being eligible, is re-elected as a Director."
-
RESOLUTION 4 - APPROVAL TO MAKE SELECTIVE REDUCTION OF CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, subject to the passing of Resolution 1 at the Special General Meeting, in accordance with Section 256C(2) of the Corporations Act and for all other purposes, approval is given for the Company to make a selective reduction of capital and cancel a total of 10 Performance Shares held by White Lion on the terms and conditions and for the purpose set out in the Explanatory Statement accompanying this Notice."
Dated: 10th October 2016 By order of the Board
Russell Hardwick Director/Company Secretary
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
-
each Shareholder has a right to appoint a proxy;
-
the proxy need not be a Shareholder of the Company; and
-
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
-
if proxy holders vote, they must cast all directed proxies as directed; and
-
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6380 9660.
BUSINESS OF THE SPECIAL GENERAL MEETING
Notice is given to the Performance Shareholder of the Company that a Special General Meeting will be held at 11.30am on Wednesday 16th November 2016 at Bentleys (WA) Pty Ltd , London House, Level 3, 216 St Georges Tce, Perth WA 6000
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Special General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
1. RESOLUTION 1 - APPROVAL FOR CANCELLATION OF PERFORMANCE SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, in accordance with Section 256C(2) of the Corporations Act and for all other purposes, approval is given by White Lion for the Company to cancel a total of 10 Performance Shares held by White Lion on the terms and conditions and for the purpose set out in the Explanatory Statement accompanying this Notice."
Dated: 10th October 2016
By order of the Board Russell Hardwick
Director/Company Secretary