ASPIRE MINING LIMITED ACN 122 417 243
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10am (WST)
DATE: 29 November 2016
PLACE: Level 4, 130 Stirling Street, Perth WA 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 on (+61 8) 9287 4555.
3465-5001-9331v4
C O N T E N T S
Notice of Annual General Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 8
Glossary 19
Schedule 1 - Terms and conditions of Performance Rights 21
Schedule 2 - Terms and conditions of Managing Director Performance Rights 24
Proxy Form 27
T I M E A N D P L A C E O F M E E T I N G A N D H O W T O V O T E VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will
be held at 10am (WST) on 29 November 2016 at:
Level 4, 130 Stirling Street, Perth, Western Australia 6000
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
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.
N O T I C E O F A N N U A L G E N E R A L M E E T I N G
Notice is given that the Annual General Meeting of Shareholders will be held at 10am (WST) on 29 November 2016 at Level 4, 130 Stirling Street, Perth WA 6000.
The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form form 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 10am (WST) on 27 November 2016.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.
AGENDA
-
ORDINARY BUSINESS
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.
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 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: Refer to applicable voting prohibitions outlined in Section C below.
RESOLUTION 2 - RE-ELECTION OF DIRECTOR - GAN-OCHIR ZUNDUISUREN
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 13.4 of the Constitution and for all other purposes, Gan-Ochir Zunduisuren, a Director who was appointed since the last annual general meeting retires and, being eligible, is re-elected as a Director."
RESOLUTION 3 - RE-ELECTION OF DIRECTOR - DAVID MCSWEENEY
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 13.2 of the Constitution and for all other purposes, David McSweeney, retires by rotation and, being eligible, is re-elected as a Director."
-
SPECIAL BUSINESS
RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS ISSUE TO DAVID MCSWEENEY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to allot and issue 2,500,000 Performance Rights to David McSweeney (or his nominee(s)) under the Company's Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."
Note: Refer to applicable voting prohibitions outlined in Section C below.
RESOLUTION 5 - ISSUE OF PERFORMANCE RIGHTS ISSUE TO NEIL LITHGOW
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to allot and issue 2,000,000 Performance Rights to Neil Lithgow (or his nominee(s)) under the Company's Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."
Note: Refer to applicable voting prohibitions outlined in Section C below.
RESOLUTION 6 - ISSUE OF PERFORMANCE RIGHTS TO HANNAH BADENACH
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to allot and issue 2,000,000 Performance Rights to Hannah Badenach (or her nominee(s)) under the Company's Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."
Note: Refer to applicable voting prohibitions outlined in Section C below.
RESOLUTION 7 - ISSUE OF PERFORMANCE RIGHTS TO GAN-OCHIR ZUNDUISUREN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Performance Rights to Ga- Ochir Zunduisuren (or his nominee(s)) under the Company's Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."
Note: Refer to applicable voting prohibitions outlined in Section C below.
RESOLUTION 8 - ISSUE OF MANAGING DIRECTOR PERFORMANCE RIGHTS TO DAVID PAULL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to allot and issue 8,000,000 Managing Director Performance Rights to David Paull (or his nominee(s)) under the Company's