PO Box 497, West Perth WA 6872 Australia Email: [email protected]
Tel: +61 8 9220 2300
ABN 19 055 719 394
SUNDANCE RESOURCES LIMITED
ABN 19 055 719 394
www.sundanceresources.com.au
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS
Date of Meeting
Monday, 28 November 2016
Time of Meeting
10:00am (WST)
Place of Meeting
Celtic Club
48 Ord Street, West Perth WESTERN AUSTRALIA
A Proxy Form is enclosed
Please read this Notice and Explanatory Memorandum carefully.
If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.
Sundance Resources has gone green. You can now vote by proxy online at www.investorvote.com.au
SUNDANCE RESOURCES LIMITED
ABN 19 055 719 394
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders of Sundance Resources Limited ABN 19 055 719 394 (Company) will be held at 10:00am (WST) on Monday, 28 November 2016 at The Celtic Club, 48 Ord Street, West Perth, Western Australia for the purpose of transacting the following business referred to in this Notice of Annual General Meeting. The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.
AGENDA
ITEMS OF BUSINESS
Financial Reports
To receive and consider the financial statements of the Company for the year ended 30 June 2016, together with the Directors' Report and the Auditor's Report 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 as a non-binding resolution.
"That the Remuneration Report as set out in the Annual 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.
Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter1. However, the Company need not disregard a vote 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 Restricted Voter.
Further, a Restricted Voter who is appointed as a proxy will 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 Wallace King as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, Mr Wallace King, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director."
1 "Restricted Voter" means Key Management Personnel and their Closely Related Parties as defined in the glossary.
Resolution 3 - Election of Mr Alan Rule as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, Mr Alan Rule, who was appointed to the Board since the last Annual General Meeting and who ceases to hold office in accordance with clause 13.5 of the Company's Constitution and, being eligible, offers himself for election, be elected as a Director of the Company."
Resolution 4 - Approval of 10% additional placement capacity
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and 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 person who may participate in the proposed issue of Equity Securities under this Resolution and any 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 person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:
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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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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.
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OTHER BUSINESS
To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.
For the purposes of Resolutions 1 to 4, the definitions contained in the glossary to the Explanatory Memorandum apply to this Notice.
By order of the Board
Carol Marinkovich
Company Secretary Dated: 24 October 2016
How to vote
Shareholders can vote by either:
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attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
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appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Annual General Meeting and by submitting their proxy appointment and voting instructions in person, by post, by facsimile or online.
Voting in person (or by attorney)
Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting. To be effective a certified copy of the power of attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.
Voting by a Corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.
Voting by proxy
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A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
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The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
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A proxy need not be a Shareholder.
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The proxy can be either an individual or a body corporate.
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If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1, in accordance with a direction on how the proxy is to vote, or if the proxy is the Chair of the Meeting and the appointment 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.
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Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
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If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
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Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the Meeting, the Chairman of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.
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To be effective, proxies must be received by 10:00am (WST) on 26 November 2016. Proxies received after this time will be invalid.
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Proxies may be lodged using any of the following methods:
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by returning a completed proxy form by post to Computershare Investor Service Pty Limited, GPO Box 242, Melbourne VIC 3001;
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by faxing a completed proxy form to (within Australia) 1800 783 447 or (outside Australia)
+61 3 9473 2555.; or
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by logging in online - www.investorvote.com.au The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by
10:00am (WST) on 26 November 2016. If facsimile
transmission is used, the power of attorney must be certified.
Shareholders who are entitled to vote
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 4:00pm (WST) on 26 November 2016.