ABN 51 000 617 176
TANAMI GOLD NL ACN 000 617 176
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at The Park Business Centre 45 Ventnor Avenue, West Perth Western Australia on Friday 11 November 2016
at 9.30am (WST).
This Notice of the 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 +618 92125999
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of shareholders of Tanami Gold NL (Company) will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Friday, 11 November 2016 at 9.30am (WST) (Meeting).
The Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form form part of this Notice.
If you are unable to attend the Meeting, you are encouraged to complete and return the Proxy Form attached to this Notice of Meeting.
Voting Eligibility
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, 9 November 2016 at 5:00pm (WST).
Terms and abbreviations used in this Notice and the Explanatory Statement are defined in Schedule 1.
How to Vote
You may vote by attending the meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9.30am WST.
Voting by Proxy
A Shareholder who is entitled to cast a vote at the meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers a proxy at the meeting.
A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company's share registrar, Security Transfer Registrars Pty Ltd.
To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 9.30am (WST) on Wednesday, 9 November 2016, being 48 hours before the time of the meeting. Any proxy appointment received after that time will not be valid for the scheduled meeting.
For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.
In Person
Security Transfer Australia Pty Ltd
Exchange Tower
Level 9, Suite 913 530 Little Collins Street
Melbourne VIC 3000
By Mail
PO BOX 52
Collins Street West VIC 8007
Online
www.securitytransfer.com.au
By Facsimile
+618 9315 2233
Voting by Attorney
A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the meeting.
Chairman as Proxy
The Chairman of the Meeting will vote undirected proxies on, and in favour of, all of the proposed Resolutions, including Resolution 1 (Remuneration Report). In relation to Resolution 1, the Chair is expressly authorised to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the Chair of the Meeting) will not be voted on Resolution 1. Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's key management personnel for the financial year 30 June 2016. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.
AGENDA
GENERAL BUSINESS OF THE MEETING
2016 Financial Statements and Report
To receive and consider the Annual Financial Statements of the Company for the financial year ended 30 June 2016, together with the Declaration of Directors', the Directors' Report and the Auditors' Report.
ORDINARY BUSINESS OF THE MEETING
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 advisory resolution:
Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.
Voting Prohibition Statement
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:
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A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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A closely related party of such a member
However, a person (the voter) described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:
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The voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
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The voter is the Chair and the appointment of the Chair as proxy:
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does not specify the way the proxy is to vote on Resolution 1; and
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expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.
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Resolution 2 - Re-Election of Mr Arthur Dew
To consider and, if thought fit, to pass the following resolution as an ordinary resolution
"That for all purposes, Mr Arthur Dew, who ceases to hold office in accordance with Clause 13.2 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company"