Golden Rim Resources Limited ABN 39 006 710 774
Notice of Annual General Meeting and Explanatory Memorandum
Date of Meeting
28 November 2016
Time of Meeting
12.00 pm (AEDT)
Place of Meeting
Deloitte Level 10
550 Bourke Street
MELBOURNE VIC 3000
A Proxy Form is enclosed
Please read this Notice of Annual General Meeting and Explanatory Memorandum carefully.
If you are unable to attend the Annual General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.
Golden Rim Resources Limited
ABN 39 006 710 774
Notice of Annual General Meeting
NOTICE IS GIVEN that an Annual General Meeting of Shareholders of Golden Rim Resources Limited ABN 39 006 710 774 (Company) will be held at Deloitte, Level 10, 550 Bourke Street, Melbourne, Victoria, 3005 on 28 November 2016 at 12.00 pm (AEDT) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.
An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice. Terms used in the Resolutions contained in this Notice have the meaning given to them in the glossary in the Explanatory Memorandum.
Agenda
Financial Reports
To receive and consider the financial report of the Company, together with the Directors' Report and the Auditor's Report for the year ended 30 June 2016, as set out in the Annual Report.
Resolution 1 - Non Binding Resolution to adopt Remuneration Report
To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:
"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2016 be adopted."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution 1.
Voting exclusion statement: A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.
However, a person described above may cast a vote on Resolution 1 if:
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it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and
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it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.
Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 1 unless:
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the appointment specifies the way the proxy is to vote on Resolution 1; or
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the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Resolution 2 - Re-election of Mr Rick Crabb as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, Mr Rick Crabb, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re- election, be re-elected as a Director."
Resolution 3 - Approval to issue securities under Option Incentive Plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.2, Exception 9 and for all other purposes, Shareholders approve, as an exception to Listing Rule 7.1, the issue of securities under the employee incentive scheme for employees known as "Golden Rim Resources Limited Option Incentive Plan", a summary of the rules of which are set out in Annexure A to the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by a director of the Company and any person who is an Associate of those persons (except one who is ineligible to participate in any employee incentive scheme of the Company). However, the Company need not disregard a vote if:
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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
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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.
Resolution 4 - Approval to issue Options to Mr Craig Mackay or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, subject to Resolution 3 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 14,000,000 Options to Mr Craig Mackay or his nominee(s) under the Golden Rim Resources Limited Option Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on Resolution 4 by any Director of the Company who is eligible to participate in the Golden Rim Resources Limited Option Incentive Plan, and any person who is an Associate of those persons. However, the Company need not disregard a vote if:
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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
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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.
Further, pursuant to section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution 4 (in any capacity) by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.
Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 4 unless:
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the appointment specifies the way the proxy is to vote on Resolution 4; or
-
the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 4. Shareholders may also choose to direct the Chair to vote against Resolution 4 or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on Resolution 4.
Resolution 5 - Approval to issue Options to Mr Rick Crabb or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, subject to Resolution 3 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 7,000,000 Options to Mr Rick Crabb or his nominee(s) under the Golden Rim Resources Limited Option Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on Resolution 5 by any Director of the Company who is eligible to participate in the Golden Rim Resources Limited Option Incentive Plan, and any person who is an Associate of those persons. However, the Company need not disregard a vote 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Further, pursuant to section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution 5 (in any capacity) by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.
Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 5 unless:
-
the appointment specifies the way the proxy is to vote on Resolution 5; or
-
the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 5. Shareholders may also choose to direct the Chair to vote against Resolution 5 or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on Resolution 5.
Resolution 6 - Approval to issue Options to Mr Glenister Lamont or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, subject to Resolution 3 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 7,000,000 Options to Mr Glenister Lamont or his nominee(s) under the Golden Rim Resources Limited Option Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on Resolution 6 by any Director of the Company who is eligible to participate in the Golden Rim Resources Limited Option Incentive Plan, and any person who is an Associate of those persons. However, the Company need not disregard a vote 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Further, pursuant to section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution 6 (in any capacity) by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.
Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 6 unless:
-
the appointment specifies the way the proxy is to vote on Resolution 6; or
-
the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 6. Shareholders may also choose to direct the Chair to vote against Resolution 6 or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on Resolution 6.