TALGA RESOURCES LTD ACN 138 405 419
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10.00 am (WST)
DATE: Friday, 25 November 2016
PLACE: City of Perth Library Auditorium Mezzanine Level, 573 Hay St Perth, Western Australia 6000
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.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Dean Scarparolo on (+61 8) 9481 6667.
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CO N T E N T S P A G E
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Business of the Meeting (setting out the proposed resolutions)
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4
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Explanatory Memorandum (explaining the proposed resolutions)
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6
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Glossary
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19
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Schedule 1 - Summary of Employee Securities Incentive Scheme Proxy Form
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21
Enclosed
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IM P O R T A N T IN F O R M A T IO N
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TIME AND PLACE OF MEETING
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Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Friday, 25 November 2016 at:
City of Perth Library Auditorium Mezzanine Level, 573 Hay St Perth, Western Australia 6000
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
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 Shareholders at 10.00am (WST) on Wednesday, 23 November 2016.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the 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, members are advised that:
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each member has a right to appoint a proxy;
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the proxy need not be a member of the Company; and
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a member 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.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
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the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
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if the proxy has 2 or more appointments that specify different ways to vote on the resolution
- the proxy must not vote on a show of hands; and
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if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
N OT I C E OF A N N U A L GE N E RA L M E E T I N G
Notice is given that the Annual General Meeting of Shareholders will be held at 10.00am (WST) on Friday, 25 November 2016 at City of Perth Library Auditorium, Mezzanine Level, 573 Hay St, Perth, Western Australia.
The Explanatory Memorandum provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 10.00am (WST) on Wednesday, 23 November 2015.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.
AGENDA
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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 Directors' Report, the Remuneration Report and the Auditor's Report.
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RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution as a non-binding resolution:
"That for the purpose 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 Exclusion
In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
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the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
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the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR KEITH COUGHLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Mr Keith Coughlan, who retires in accordance with Article 7.4(d) of the Constitution and for all other purposes and being eligible, is elected as a Director."