African Energy Resources Limited
ARBN 123 316 781
NOTICE OF ANNUAL GENERAL MEETING AND
EXPLANATORY STATEMENT
For the Annual General Meeting to be held on Tuesday 22 November 2016 at 3.00pm (Western Standard Time)
at Suite 1, 245 Churchill Avenue, Subiaco, 6008, Western Australia
This is an important document. Please read it carefully and in its entirety. If you do not understand it please consult your professional advisers.
Please complete the form of proxy enclosed
and return it in accordance with the instructions set out on that form.
TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE
This Annual General Meeting of the Shareholders of African Energy Resources Limited will be held at:
Suite 1, 245 Churchill Avenue Commencing
Subiaco 6008 at 3.00pm (Western Standard Time)
Western Australia on Tuesday 22 November 2016
And also via phone link with our registered office, Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS which will commence at 7:00am (Greenwich Mean Time) on 22 November 2016.
The Directors have set a date to determine the identity of those entitled to attend, speak and vote at the Meeting. The date is 20 November 2016 at 3.00pm (Western Standard Time).
How you will be able to vote depends on if you are a Shareholder or a Chess Depositary Interest (CDI) holder. The majority of voters will be CDI holders. Both methods are listed below:
CHESS Depositary Interests
CDI Holders are invited to attend and speak at the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the Voting Instruction Form (as attached to this Notice of Annual General Meeting) as per the information below so that CHESS Depositary Nominees Pty Ltd (CDN) can vote the underlying Shares on their behalf.
Shareholders
Ordinary Shareholders may vote by attending the Meeting in person, by proxy or by authorised representative. Shareholders of the Company, entitled to attend, speak and vote are entitled to appoint one or more proxies to attend, speak and vote at this Meeting. The completion and return of a valid form of proxy will not prevent holders of ordinary Shares from attending, speaking and voting in person at the Meeting if so desired. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
Voting in Person
To vote in person you need to attend the Meeting on the date and at the place (in Australia or Guernsey) set out above.
Attendance at Meeting
All holders of Shares appearing in the Company's Register of Shareholders at 20 November 2016 at 3.00pm Western Standard Time will be entitled to attend and vote at the Meeting.
Proxy and Voting Instruction forms
To be effective, the proxy must be received by the Company no later than 3:00pm Western Standard Time on 20 November 2016. The following methods of delivery for proxies are specified:
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Online:
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Visit www.linkmarketservices.com.au. Select 'Investor Login' and enter African Energy Resources Limited or the ASX code ('AFR') in the Issuer name field, your Securityholder Reference Number ('SRN') or Holder Identification Number ('HIN') (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click 'Login'. Select the 'Voting' tab and then follow the prompts. You will be taken to have signed your Voting Instruction Form if you lodge it in accordance with the instructions given on the website, so that it is received not later than 3.00pm WST on 20 November 2016.
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By post:
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African Energy Resources Limited C/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235
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By facsimile:
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+61 2 9287 0309
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By delivery:
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Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138
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Your proxy form or voting instruction form is enclosed with this notice, depending on your holder status.
Notice is hereby given that the Annual General Meeting of the Shareholders of African Energy Resources Limited will be held at Suite 1, 245 Churchill Avenue, Subiaco, 6008, Western Australia on Tuesday 22 November 2016 at 3.00pm WST and also via phone link at our registered office, Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS at 7.00am (Guernsey time) on 22 November 2015, for the purpose of transacting the business set out below.
The Explanatory Statement is to be read in conjunction with this Notice.
AGENDA
GENERAL BUSINESS
Resolution 1 - Receipt of Financial Statements and Reports
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That the Company consider and receive the profit and loss account and the balance sheet of the Company for the financial year ended 30 June 2016 and the reports of the Directors and Auditors thereon."
Short Explanation: The Articles require that a profit and loss account, a balance sheet, a report of the Directors and a report of the Auditors be laid before the Company at its annual general meeting each year.
Resolution 2 - Re-election of Director - Gregory Fry
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Gregory Fry, who retires by rotation in accordance with article 129 of the Articles of Association of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company."
Short Explanation: Gregory Fry has been a Director of the Company since 22 August 2006. Gregory Fry is presented for re-election in accordance with the rotation requirements of the Articles.
Resolution 3 - Re-election of Director - Alasdair Cooke
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Alasdair Cooke, who retires in accordance with article 129 of the Articles of Association of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company."
Short Explanation: Alasdair Cooke has been a Director of the Company since 22 August 2006. Alasdair Cooke is presented for re- election in accordance with the rotation requirements of the Articles.
Resolution 4 - Re-election of Director - Philip Clark
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Philip Clark, who retires by rotation in accordance with article 122 of the Articles of Association of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company."
Short Explanation: Philip Clark has been a Director of the Company since 5 April 2011. Philip Clark is presented for re-election in accordance with the rotation requirements of the Articles.
Resolution 5 - Grant of Options to Director - Mr Alasdair Cooke
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Alasdair Cooke (or his nominee) up to 1,750,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval before a director may acquire securities under an employee incentive scheme.
Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by Mr Cooke (or his nominee) or any of their associates. However, the Company will not disregard a vote cast on this Resolution 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 a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.
Resolution 6 - Grant of Options to Director - Dr Charles Tabeart
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Dr Charles Tabeart (or his nominee) up to 2,500,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be granted on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval before a director may acquire securities under an employee incentive scheme.
Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by Dr Tabeart (or his nominee) or any of their associates. However, the Company will not disregard a vote cast on this Resolution 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 a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.
Resolution 7 - Grant of Options to Director - Mr Gregory Fry
To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Gregory Fry (or his nominee) up to 875,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval before a director may acquire securities under an employee incentive scheme.
Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by Mr Fry (or his nominee) or any of their associates. However, the Company will not disregard a vote cast on this Resolution 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 a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.