MAXIMUS RESOURCES LIMITED
ABN 74 111 977 354
NOTICE OF 2016 ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the shareholders of Maximus Resources Limited (the Company) will be convened at 11.00 am. on Tuesday 29 November 2016, at Level 10, 25 Grenfell Street, Adelaide, South Australia to consider, and if thought fit, to pass the resolutions listed below.
If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement of the Meeting.
Agenda
ORDINARY BUSINESS
Financial Report
To receive and consider the Company's financial statements and reports for the Director's and the independent auditor for the year ended 30 June 2016.
The Annual Report incorporating the financial statements is available at:
http://www.maximusresources.com/investors/reports/2016/mxr_ar2016
Resolution 1: Adoption of the Remuneration Report
To consider, and if thought fit, pass the following non-binding resolution as an ordinary resolution:
"That the Remuneration Report required by section 300A of the Corporations Act 2001 (Cth), as contained in the Company's Directors' Report for the year ended 30 June 2016 be adopted."
Voting Exclusion
In accordance with the Corporations Act 2001 (Cth) (Corporations Act), a vote must not be cast on this resolution in any capacity (and will be taken to have not been cast if contrary to this restriction) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, and any closely related party of such member. However, such a member or any closely related party of such a member may cast a vote as a proxy if the vote is not cast on behalf of a person described above and either:
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The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;
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The person is the chair of the meeting at which the resolution is voted on 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.
Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.
Resolution 2: Re-election of Ms Leigh McClusky as a Director
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Ms Leigh McClusky, being a Director of the Company who retires by rotation in accordance with the Company's constitution, and being eligible, is re-elected as a Director of the Company."
A summary of Ms McClusky's qualifications and experience is set out in the Explanatory Statement accompanying this Notice.
Principal And Registered Office
Level 3, 100 Pirie Street, Adelaide South Australia 5000 - Telephone +61 8 7324 3172, Facsimile +61 8 8312 5501
SPECIAL BUSINESS
Resolution 3 - Approval to issue an additional 10% of issued capital over a 12 month period
To consider, and if thought fit, pass the following resolution as a special resolution:
"That for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval be given to issue equity securities (as defined in the ASX Listing Rules) equivalent to an additional 10% of the number of ordinary securities on issue calculated in accordance with the formula in Listing Rule 7.1A.2 and on the terms described in the accompanying Explanatory Statement accompanying this Notice."
Voting Exclusion
In accordance with the ASX Listing Rules, the Company will disregard any votes cast in relation to this resolution by a person (and any associate of such a person) who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this resolution is passed.
However, the Company need not disregard a vote if:
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It is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on a valid 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.
OTHER BUSINESS
To transact any further business that may be lawfully brought forward.
Further information regarding the business to be transacted at the Annual General Meeting is set out in the accompanying Explanatory Statement.
Dated this this 28th day of October 2016.
BY ORDER OF THE BOARD
Maximus Resources Limited
Rajita Alwis
COMPANY SECRETARY
EXPLANATORY STATEMENT
ACCOMPANYING NOTICE OF 2016 ANNUAL GENERAL MEETING OF MAXIMUS RESOURCES LIMITED (COMPANY)
TO BE HELD ON 29 NOVEMBER 2016
This Explanatory Statement accompanies and forms part of the Notice of Annual General Meeting dated 28th October 2016 (Notice) and has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company. Amongst other things, this Explanatory Statement provides shareholders with the information required to be provided to shareholders by the Corporations Act 2001 and the Listing Rules of the ASX (ASX Listing Rules).
The Explanatory Statement sets out an explanation of each of the resolutions to be put to shareholders. Shareholders should read this Explanatory Statement carefully before determining how to vote in respect of the resolutions.
Annual Financial Report
The first item of the Notice is to receive and consider the Annual Financial Report and accounts for the Company for the year ended 30 June 2016, comprising the financial statements and notes together with the Directors' Report and the Auditor's Report. No resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company's management and auditors in relation to the Company's results and operations for that financial year. The Financial Report may be found on the Company's website www.maximusresources.com.
Resolution 1: Adoption of Remuneration Report
In accordance with section 250R of the Corporations Act 2001 the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2016. The Remuneration Report is a distinct section of the Directors' Report that deals with the remuneration of Directors and Key Management Personnel of the Company and can be located on pages 13 to 16 in the 2016 Annual Report and also on the Company's website www.maximusresources.com.
Shareholders will be given reasonable opportunity at the meeting to discuss the report.
The Directors recommend shareholders vote in favour of adopting the Remuneration Report.
Resolution 2: Re-election of Director (Ms L McClusky)
Under the Company's constitution, one third of the directors (excluding the managing director) must retire at the Annual General Meeting. The director will be eligible for re-election. The director required to retire under the above framework is Ms McClusky. Ms McClusky has indicated that she will offer herself for re-election. A brief summary of Ms MsClusky's experience follows:
Leigh Carol McClusky
Appointed as a director on 1 September 2010, Ms McClusky is the Managing Director of McCo Group, a strategic communications company with offices in Adelaide, Melbourne and Geelong. After more than 30 years in key media roles across Melbourne, Sydney and Adelaide, Ms McClusky now works closely with a range of organisations and industries to develop proactive communication campaigns and to deflect potentially damaging impacts on corporate reputations. Her role also includes stakeholder engagement and management, client advocacy and crisis communications.
Independence
In assessing Ms McClusky's independence, the Board has determined that Ms McClusky is an independent director.
The Directors (except Ms McClusky, who abstains) recommend shareholders vote in favour of the re-election of Ms McClusky.
Resolution 3: Approval to issue an additional 10% of issued capital over a 12 month period
Listing rule 7.1A permits eligible entities that have obtained shareholder approval by special resolution at an annual general meeting (AGM) to issue an additional 10% of the entity's issued ordinary securities (calculated using the formula set out below). The ability to issue securities under listing rule 7.1A is in addition to the Company's ability to issue 15% of its issued capital without security holder approval in a 12 month period, under listing rule 7.1.
A listed entity must satisfy both of the following criteria at the time of its AGM in order to be eligible to seek approval under listing rule 7.1A:
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it must have a market capitalisation of $300 million or less; and
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it must not be included in the S&P/ASX 300 Index.
On 5 October 2016 the market capitalisation of the Company was $7,323,059. At the date of the Notice, the Company was not included in the S&P/ASX 300 Index.
The number of equity securities that the Company may issue with approval under listing rule 7.1A.2 is calculated using the following formula:
(A x D) - E
A = The number of fully paid ordinary shares on issue 12 months before the date of issue or agreement:
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plus the number of fully paid ordinary securities issued in the 12 months under an exception in rule 7.2;
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plus the number of partly paid ordinary securities that became fully paid in the 12 months;
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plus the number of fully paid ordinary securities issued in the 12 months with approval of shareholders under rule 7.1 or rule 7.4;
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less the number of fully paid ordinary securities cancelled in the 12 months.
D =10%
E = The number of Equity Securities issued or agreed to be issued under rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under rule 7.1 or 7.4.
A resolution under listing rule 7.1A can only be proposed as a special resolution at an eligible entity's AGM. A special resolution is a resolution that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.
Securities issued with approval under listing rule 7.1A must belong to a class of equity securities (as defined in the ASX Listing Rules) (Equity Securities) already quoted. Listing rule 7.1A cannot be used for placements of securities in a class that has not yet been quoted.
The Directors recommend shareholders vote in favour of resolution 3. The Chairman intends to vote undirected proxies in favour of resolution 3.
Information required by listing rule 7.3A
Listing rule 7.3A prescribes the information that must be included in the Notice in relation to a resolution under listing rule 7.1A. This information is as follows:
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The issue price of securities issued under listing rule 7.1A must be no less than 75% of the volume weighted average price for securities in the relevant quoted class calculated over the 15 trading days on which trades in that class were recorded immediately before either:
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the date on which the price at which the securities are to be issued is agreed; or
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if the securities are not issued within 5 trading days of the date in paragraph 1.1 above, the date on which the securities are issued.
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If resolution 3 is approved by shareholders and the Company issues additional Equity Securities there is a risk of economic and voting dilution of the existing shareholders including the risk that:
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the market price for the Company's Equity Securities may be significantly lower on the issue date than on the date of the approval under listing rule 7.1A; and
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the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.