AUSTRALIA KAS.AX 0,02 AU$ 0,00%

KASBAH RESOURCES LIMITED ACN 116 931 705

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10.00am (WST)

DATE: 30 November 2016

PLACE: Seminar Room 2 (next to the main Zoo entrance) The Perth Zoo Conference Centre

20 Labouchere Road SOUTH PERTH WA 6151

The business of the Meeting affects your shareholding and your vote is important.

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.

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 4.00pm (WST) on 28 November 2016.

B US I NE S S O F T HE M E E T I NG

AGENDA

1. 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 director‟s report, the Remuneration Report and the auditor‟s report.

2. 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 purposes 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 Prohibition Statement:

   A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

3. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

4. a Closely Related Party of such a member.

   However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

5. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

6. the voter is the Chair and the appointment of the Chair as proxy:

7. does not specify the way the proxy is to vote on this Resolution; and

8. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - DR ROD MARSTON

   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, ASX Listing Rule

   14.4 and for all other purposes, Dr Rod Marston, a Director, retires by rotation, and being eligible, is re-elected as a Director."

10. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MS GABRIELLE MOELLER

    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, ASX Listing Rule

    14.4 and for all other purposes, Ms Gabrielle Moeller, a Director, retires by rotation, and being eligible, is re-elected as a Director."

11. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT CAPACITY

    To consider and, if thought fit, to pass the following resolution as a special resolution:

    "That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a 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.

12. RESOLUTION 5 - RE-APPROVAL OF INCENTIVE OPTION SCHEME

    To consider and, if thought fit, to pass the following resolution as a special resolution:

    "That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to re-adopt an employee incentive scheme titled Incentive Option Scheme and for the issue of securities under that Scheme, on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a 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.

    Voting Prohibition Statement:

    A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

13. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

14. a Closely Related Party of such a member.

    However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

15. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

16. the voter is the Chair and the appointment of the Chair as proxy:

17. does not specify the way the proxy is to vote on this Resolution; and

18. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

19. RESOLUTION 6 - SPILL RESOLUTION

    If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chair will withdraw Resolution 6.

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of section 250V(1) of the Corporations Act and for all other purposes, approval is given for:

20. the Company to hold another meeting of Shareholders within 90 days of the date of this Meeting (Spill Meeting); and

21. all Vacating Directors to cease to hold office immediately before the end of the Spill Meeting; and

22. resolutions to appoint persons to offices that will be vacated pursuant to (b) to be put to vote at the Spill Meeting."

23. Voting Prohibition Statement:

    A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

24. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

25. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

2. the voter is the Chair and the appointment of the Chair as proxy:

3. does not specify the way the proxy is to vote on this Resolution; and

4. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5. Dated:14 October 2016 By order of the Board

   Trevor O'Connor Company Secretary

Articles en illimité et contenus premium Je m'abonne