CRATER GOLD MINING LTD ACN 067 519 779
NOTICE OF 2016 ANNUAL GENERAL MEETING EXPLANATORY STATEMENT
PROXY FORM
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TIME:
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10:00am (AEDT)
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DATE:
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30 November 2016
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PLACE:
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Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
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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) 419 473 925.
CONTENTS PAGE
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Notice of Annual General Meeting (setting out the proposed Resolutions) Explanatory Statement (explaining the proposed Resolutions)
Glossary Proxy Form
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3
7
16
20
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TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at10.00am (AEDT) on 30 November 2016 at:
Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
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 it to the Company's share registry so that it is received not later than 48 hours before the commencement of the Meeting.
Proxy Forms received later than this time will be invalid.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting of Shareholders of Crater Gold Mining Ltd (ACN 067 519 779) will be held at 10:00am (AEDT) on 30 November 2016 at Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement forms 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 7:00pm (AEDT) on 28 November 2016. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
ORDINARY BUSINESS
Financial Statements and Reports
"To receive and to 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 for that financial year."
Note: This item of ordinary business is for discussion only and is not a resolution.
However, pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.
RESOLUTIONS
Part A: Remuneration Report
1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary 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 Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company's key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person's Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:
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it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
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it is not cast on behalf of a Restricted Voter.
If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote "against", or to abstain from voting on, this Resolution.