AUROCH MINERALS LIMITED ACN 148 966 545
NOTICE OF ANNUAL GENERAL MEETING
TIME: 11:00am (WST)
DATE: 10 November 2016
PLACE: Amberley Business Centre 3/1060 Hay St
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 (+61 8) 9486 4036
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C O NT E N TS P AG E
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Business of the Meeting (setting out the proposed resolutions)
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3
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Explanatory Statement (explaining the proposed resolutions)
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5
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Glossary Proxy Form
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14
Enclosed
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I MP O R TA N T I NFO R M A T I O N
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TIME AND PLACE OF MEETING
Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am (WST) on 10 November 2016 at:
Amberley Business Centre 3/1060 Hay St
West Perth WA 6005
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5:00pm (WST) on 8 November 2016.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and 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.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 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.
Further details on these changes is set out below.
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:
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the proxy is not recorded as attending the meeting;
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the proxy does not vote on the resolution,
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.
Voting Prohibition
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolution 1 if the person is either:
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a member of the Key Management Personnel of the Company; or
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a Closely Related Party of such a member, and
the appointment does not specify the way the proxy is to vote on Resolution 1.
However, the prohibition does not apply if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.
B US I NE S S O F T HE M E E T I NG
AGENDA
ORDINARY BUSINESS
Financial Statements and Reports
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 the auditor's report.
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RESOLUTION 1 - ADOPTION OF 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 the way the proxy is to vote on this 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 MATTHEW FOY
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 13.2 of the Constitution and for all other purposes, Mr Matthew Foy, a Director, retires by rotation, and being eligible, is re-elected as a Director."