DORAY MINERALS LIMITED ACN 138 978 631
NOTICE OF ANNUAL GENERAL MEETING
TIME: 2:00pm (WST)
DATE: 28 November 2016
PLACE: The Celtic Club 48 Ord Street
WEST PERTH WA 6005
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 (08) 9226 0600.
CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed Resolutions) 4
Explanatory Statement (explaining the proposed Resolutions) 7
Glossary 13
Schedule 1 - Performance Criteria of the Performance Rights 15
Schedule 2 - Key terms and conditions of the Doray Minerals Limited Employee Share Option Scheme 17
Proxy Form ........................................................................................................................................................Attached
TIME AND PLACE OF MEETING AND HO W TO VOT E VENUE
Notice is given that the Meeting of the Shareholders of Doray Minerals Limited to which this Notice relates will be
held at 2:00pm (WST) on 28 November 2016 at:
The Celtic Club 48 Ord Street
WEST PERTH WA 6005
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.
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.
Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
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 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.
Proxy return details, as follows:
Online At www.investorvote.com.au
By mail Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your proxy form and follow the prompts
Custodian For Intermediary Online subscribers only (custodians) please visit
voting www.intermediaryonline.com to submit your voting intentions
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Doray Minerals Limited ("Doray") will be held at 2:00pm (WST) on 28 November 2016 at The Celtic Club, 48 Ord Street, West Perth WA 6005.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement 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 General Meeting are those who are registered Shareholders of the Company at 4.00pm (WST) on 26 November 2016.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
ORDINARY BUSINESS
Reports and Accounts
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 Auditor's Report.
RESOLUTION 1 - ADOPTION OF THE 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: 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 any of the following persons:
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a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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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:
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the voter is appointed as a proxy by writing that specifies how the proxy is to vote on the Resolution; or
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the voter is the Chair and the appointment of the Chair as proxy:
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does not specify the way the proxy is to vote on this Resolution; and
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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.
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR PETER ALEXANDER
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 14.2 of the Constitution, ASX Listing Rule 14.4 and for all purposes, Mr Peter Alexander, a Director, retires by rotation and, being eligible, is re-elected as a Director."