Approval for issue of Service and Deferred Rights to Director
"That for the purposes of ASX Listing Rule 10.14, Sections 200B and 200E of the Corporations Act and for all other purposes, shareholders approve the issue of 1,356,970 Rights (comprising 678,485 Service Rights and 678,485 Deferred Rights) to Mark Williams (or his nominee) in accordance with the terms of the Short Term Incentive Plan, his executive compensation arrangements and subject to the terms of the Red 5 Limited Rights Plan Rules, further details of which are set out in the explanatory memorandum accompanying the notice of meeting."
The Company will disregard any votes cast on Resolution 3 by Mark Williams and any of his associates. However, the Company will not disregard any votes cast on Resolution 3 by such person if:
"That for the purposes of ASX Listing Rule 10.14 and for all other purposes under the ASX Listing Rules and for all other purposes, the Red 5 Non-Executive Directors' Share Plan, including the issue of securities under the plan, be approved."
The Company will disregard any votes cast on Resolution 4 by non-executive directors of the Company or any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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.
By order of the Board
Frank Campagna
Company Secretary
Perth, Western Australia 9 October 2016
Voting exclusion note
Where a voting exclusion applies, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing 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.
Proxy appointments
A member of the Company who is entitled to attend and vote at the meeting may appoint not more than two proxies to attend and vote for the member at the meeting. If a member appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.
A proxy form is enclosed. If required it should be completed, signed and returned to the Company's share registry in accordance with the proxy instructions on that form.
Voting prohibition statement for key management personnel
Members of Key Management Personnel (which includes the directors) will not be able to vote as proxy on Resolution 2 unless you instruct them how to vote or, in the case of the Chairman of the meeting, unless you expressly authorise him to do so.
If you intend to appoint a member of Key Management Personnel (other than the Chairman) as your proxy, you should ensure that you direct the member of Key Management Personnel how to vote on Resolution 2.
If you intend to appoint the Chairman of the meeting as your proxy for Resolution 2, you can direct the Chairman how to vote by marking one of the boxes on the proxy form for Resolution 2 (for example, if you wish to vote For, Against or Abstain from voting). If you do not direct the Chairman how to vote, then by submitting the proxy form, you will be expressly authorising the Chairman to exercise the proxy in respect of Resolution 2 even though it is connected to the remuneration of members of Key Management Personnel.
Voting entitlements
In accordance with Regulation 7.11.37 of the Corporations Regulations, the directors have determined that the identity of those persons entitled to attend and vote at the meeting is to be taken as those persons who held Shares in the Company as at 4.00 p.m. WST on 20 November 2016.