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ADAVALE RESOURCES LIMITED — AGM Information 2015
Nov 1, 2015
64300_rns_2015-11-01_e0646260-b03a-43c8-a35a-8272efa6f04d.pdf
AGM Information
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**ADAVALE
RESOURCES
LIMITED**
**ACN
008
719
015**
**NOTICE
OF
ANNUAL
GENERAL
MEETING**
Notice
is
hereby
given
that
the
Annual
General
Meeting
of
shareholders
of
Adavale
Resources
Limited
(the Company )
will
be
held
on
Monday
30
November
2015
at
the
Company’s
Indonesian
office
at
8[th] Floor,
The
CEO Building,
Jl.
TB
Simatupang
18C,
Cilandak,
Jakarta
12430
Indonesia
at
12.00pm
(Jakarta
time)
and
shareholders are
also
welcome
to
attend
the
Company’s
registered
office
Level
5,
151
Castlereagh
Street,
Sydney,
NSW
at 4.00pm
(AEDT)
( Meeting ).
The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the Annual
General
Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
forms
part
of
this
notice.
**BUSINESS
OF
THE
MEETING**
_____________
**Item
1:
Adavale
Resources
Limited
Financial
Statements
and
Reports**
To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the
year
ended 30
June
2015.
**Item
2:
Remuneration
Report**
To
consider
and,
if
thought
fit,
to
pass
the
following
as
a
non-‐binding
resolution:
“To
adopt
the
Remuneration
Report
for
the
year
ended
30
June
2015.”
Notes:
-
(i) In
accordance
with
section
250R
of
the
Corporations
Act
2001,
the
vote
on
this
resolution
will
be advisory
only
and
will
not
bind
the
directors
or
the
Company. -
(ii) A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
**Item
3:
Election
of
Directors**
**Item
3.1
Re-‐election
of
Mr
Haryono
Eddyarto**
To
consider
and,
if
thought
fit,
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That
Mr
Haryono
Eddyarto,
being
a
Director
who
is
retiring
in
accordance
with
clause
13.2
of
the
Company’s constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
Director
of
the
Company.”
**Item
3.2
Re-‐election
of
Mr
Albert
Cheok**
To
consider
and,
if
thought
fit,
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That
Mr
Albert
Cheok,
being
a
Director
who
is
retiring
in
accordance
with
clause
13.2
of
the
Company’s constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
Director
of
the
Company.”
**Item
4:
Ratify
the
issue
of
Shares**
To
consider
and,
if
thought
fit,
to
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That,
for
the
purposes
of
ASX
Listing
Rule
7.4
and
for
all
other
purposes,
Shareholders
ratify
the
issue
of 2,727,411
fully
paid
ordinary
Shares
on
the
terms
and
conditions
set
out
in
the
Explanatory
Notes.”
Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes)
**Item
5:
Additional
10%
Placement
Capacity**
To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
a
special
resolution
of
the
Company: “That,
for
the
purposes
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
Notes.”
Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
ENTITLEMENT
TO
VOTE
_____________
The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001
(Cth)
that the
persons
eligible
to
vote
at
the
Meeting
are
those
who
are
registered
Shareholders
of
the
Company
as
at 7.00pm
(AEDT)
on
Friday
27
November
2015
( Entitlement
Time ),
subject
to
any
applicable
voting
exclusion.
This
means
that
if
you
are
not
the
registered
holder
of
a
share
in
the
Company
at
the
Entitlement
Time,
you will
not
be
entitled
to
vote
at
the
Meeting.
**ANNUAL
REPORT**
_____________
Copies
of
the
Company’s
full
Annual
Report
are
available
from
the
Company
Secretary.
**VOTING
OPTIONS
AND
PROXIES**
_____________
If
you
do
not
plan
to
attend
the
meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form which
accompanies
this
Notice
of
Annual
General
Meeting.
**Voting
by
Proxy**
A
Shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
2
proxies to
attend
and
vote
in
place
of
the
Shareholder.
If
the
Shareholder
appoints
2
proxies,
the
Shareholder
may
specify
the
proportion
or
number
of
votes
each proxy
is
entitled
to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of the
Shareholder’s
votes.
If
the
specified
proportion
or
number
of
votes
exceed
that
which
the
Shareholder
is entitled
to,
each
proxy
may
exercise
half
of
the
Shareholder’s
votes.
Any
fractions
of
votes
brought
about
by the
apportionment
of
votes
to
a
proxy
will
be
disregarded.
A
proxy
need
not
be
a
Shareholder
of
the
Company.
A
body
corporate
appointed
as
a
Shareholder’s
proxy
may appoint
a
representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
The representative
should
bring
to
the
Meeting
evidence
of
his
or
her
appointment,
including
any
authority
under which
the
appointment
is
signed,
unless
it
has
previously
been
given
to
the
Company.
Subject
to
the
specific
proxy
provisions
applying
to
Item
2
(see
the
Explanatory
Notes
below):
-
-‐ If
a
Shareholder
has
not
directed
their
proxy
how
to
vote,
the
proxy
may
vote
as
the
proxy determines,
and -
-‐ If
a
Shareholder
appoints
the
Chairman
of
the
Meeting
as
proxy
and
does
not
direct
the
Chairman how
to
vote
on
an
item
of
business,
the
Chairman
will
vote
in
accordance
with
his
voting
intention
as stated
in
this
Notice
of
Meeting,
namely
in
favour
of
each
of
the
proposed
resolutions
set
out
in
the Notice
of
Meeting.
**Proxy
Voting
by
the
Chairman**
For
Item
2
(Remuneration
Report),
where
the
Chairman
is
appointed
as
a
Shareholder’s
proxy
and
that shareholder
has
not
specified
the
way
in
which
the
Chairman
is
to
vote
on
Item
2,
the
Shareholder
is
directing the
Chairman
to
vote
in
accordance
with
the
Chairman’s
voting
intentions
for
this
item
of
business.
The
Chairman
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
put
in
the
Notice
of
Meeting.
**Proxy
Forms**
To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original power
of
attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company
at
its
share registry,
as
an
original
or
by
facsimile, no
later
than 4.00pm
(AEDT)
on
Saturday
28
November
2015
( Proxy Deadline ).
Proxy
forms
may
be
submitted
in
one
of
the
following
ways:
- (i) By
mail to
Computershare
Investor
Services
Pty
Limited
( Computershare )
using
the
reply
paid envelope
or
GPO
Box
2975,
Melbourne
VIC -
Please
allow
sufficient
time
so
that
it
reaches Computershare
by
the
Proxy
Deadline; -
(ii) By
fax to
Computershare
on
1800
783
447
(inside
Australia)
or
+61
3
9473
255
(outside Australia); -
(iii) Online via
the
Company’s
Share
Registry
website
at
www.investorvote.com.au.
Please
refer
to the
Proxy
Form
for
more
information;
or -
(iv) By
hand
delivery to
Computershare
at
Level
4,
60
Carrington
Street,
Sydney
NSW
Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.
**CORPORATE
REPRESENTATIVES**
_____________
Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a person
to
act
as
its
representative
to
attend
the
meeting
by
providing
that
person
with:
-
(i) a
letter
or
certificate
authorising
him
or
her
as
the
corporation’s
representative,
executed
in accordance
with
the
corporation’s
constitution;
or -
(ii) a
copy
of
the
resolution
appointing
the
representative,
certified
by
a
secretary
or
director
of
the corporation.
BY
ORDER
OF
THE
BOARD
==> picture [89 x 52] intentionally omitted <==
Leanne
Ralph Company
Secretary 29
October
2015
**Explanatory
Notes**
**ITEM
1:
Financial
Statements**
As
required
by
section
317
of
the
Corporations
Act the
financial
report,
directors’
report
and
auditor’s
report
of
the Company
for
the
most
recent
financial
year
must
be
laid
before
the
Meeting.
There
is
no
requirement
for
a
formal
resolution
on
this
Item.
The
Chairman
of
the
Meeting
will
allow
a
reasonable
opportunity
at
the
Meeting
for
Shareholders
to
ask
questions
about or
make
comments
on
the
management
of
the
Company.
Shareholders
will
also
be
given
a
reasonable
opportunity
at
the Meeting
to
ask
the
Company’s
auditor,
Grant
Thornton
Audit
Pty
Ltd
( GT ),
questions
about
its
audit
report,
the
conduct
of its
audit
of
the
Company’s
financial
report
for
the
year
ended
30
June
2015,
the
preparation
and
content
of
the
audit report,
the
accounting
policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the independence
of
GT
in
relation
to
the
conduct
of
the
audit.
Shareholders
may
submit
written
questions
to
GT
to
be
answered
at
the
Meeting,
provided
the
question
is
relevant
to
the content
of
GT’s
audit
report
or
the
conduct
of
the
audit
of
the
Company’s
financial
report
for
the
year
ended
30
June
2015.
Written
questions
must
be
received
no
later
than
5.00pm
on
Monday
23
November
2015.
Any
written
questions
to
GT
can be
sent
to
Computershare
Investor
Services
Pty
Limited GPO
Box
2975,
Melbourne
VIC
3001
(or
by
Fax:
1800
783
447).
**ITEM
2:
Adoption
of
Remuneration
Report**
In
accordance
with
section
300A
of
the
Corporations
Act the
Company
has
included
in
its
Annual
Report
a
Remuneration Report
for
the
consideration
of
Shareholders.
As
provided
by
section
250R(3)
of
the
Corporations
Act,
the
resolution
on
this
item
of
business
is
advisory
only
and
does not
bind
the
Board
or
the
Company.
**Directors’
Recommendation**
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
**Voting
Exclusion
Statement**
As
required
by
the
Corporations
Act
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the
Company’s key
management
personnel
( Key
Management
Personnel or KMP )
or
a
Closely
Related
Party of
any
such
member
unless the
person:
-
(i) votes
as
a
proxy
appointed
by
writing
that
specifies
how
the
person
is
to
vote
on
the
resolutions;
or -
(ii) is
the
Chairman
of
the
Meeting
and
votes
as
a
proxy
appointed
by
writing
that
authorises
the
Chairman
to
vote on
the
resolutions
even
though
that
resolution
is
connected
with
the
remuneration
of
a
member
of
the Company’s
KMP.
What
this
means
for
Shareholders: If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
directors)
as
your proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the Chairman
of
the
Meeting
as
your
proxy,
you
can
direct
him/her
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example, if
you
wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give the
Chairman
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chairman
will
vote
in
favour
of
this item
of
business).
**ITEM
3:
Election
of
Directors**
In
accordance
with
clause
13.2
of
the
Constitution
and
ASX
Listing
Rule
14.5
an
election
of
Directors
must
be
held
at
each AGM.
The
constitution
states
that
one-‐third
of
all
directors
must
retire
and
offer
themselves
for
re-‐election,
excluding
the Managing
Director
and
Directors
appointed
during
the
year
by
the
Board.
If
no
directors
are
scheduled
to
be
elected
by virtue
of
the
ASX
Listing
Rules
or
the
Constitution,
then
one-‐third
of
directors
must
still
retire
and
be
re-‐elected
by
the Shareholders
of
the
Company.
Normally,
this
would
be
the
Director
(other
than
the
Managing
Director)
who
has
held office
the
longest
since
being
appointed
or
last
being
elected.
ASX
Listing
Rule
14.4
states
that
no
Director
is
entitled
to
hold
office
without
re-‐election
past
the
third
AGM
following
the Director’s
appointment
or
three
years,
whichever
is
longer.
Mr
Haryono
Eddyarto
and
Mr
Mr
Albert
Cheok
are
submitting
themselves
for
re-‐election
by
rotation
at
this
meeting.
They were
appointed
to
the
board
on
25
November
2013.
Details
of
Mr
Haryono
Eddyarto
and
Mr
Albert
Cheok
are
outlined
below.
**Item
3.1
Haryono
Eddyarto**
Mr
Haryono
Eddyarto
is
an
Indonesian
Resident
and
has
over
35
years
experience
in
International
Trade.
He
has
extensive business
activities
ranging
from
Commodity
Trading,
Mining,
Chemical,
Television
and
Property.
Mr
Eddyarto
is
a
strong promoter
of
the
Asian
region
having
represented
Indonesian
Chamber
of
Commerce
and
Industry
in
the
G-‐15,
G77
and
the Ocean
Rim-‐
ARG
Business
Forum.
Mr
Eddyarto
currently
serves
on
the
board
of
Pt
House
of
Indonesia,
Pt
Inter
Minerals
Resources,
Pt
Nikelindo,
Space
Bee Broadcasting
Services
AG,
Switzerland
and
Pt
Teras
Nirwana
Bali.
Mr
Eddyarto
is
the
Executive
Chairman
of
the
Board.
Having
had
regard
to
the
ASX
Principles,
the
Board
considers
Mr
Eddyarto
to
be
a
non-‐
independent
Director.
**Directors’
Recommendation**
The
Board
unanimously
(other
than
Mr
Eddyarto,
supports
the
re-‐election
of
Mr
Eddyarto
and
recommends
that Shareholders
vote
in
favour
of
this
resolution.
**Item
3.2
Albert
Cheok**
Mr
Albert
Cheok
currently
serves
as
a
Non-‐Executive
Director
of
the
Company.
Mr
Cheok
is
a
Fellow
of
the
Australian
Institute
of
Certified
Public
Accountants
and
is
a
banker
with
over
30
years’ experience
in
banking
in
the
Asia-‐Pacific
region.
Mr
Cheok
currently
is
the
Chairman
of
Bowsprit
Capital
Corporation Limited,
the
Manager
of
First
Real
Estate
Investment
Trust,
a
healthcare
REIT,
and
the
Chairman
of
LMIRT
Management Ltd,
the
Manager
of
Lippo
Malls
Indonesia
Retail
Trust,
a
retail
mall
REIT.
Both
the
REITS
are
listed
in
Singapore.
Mr
Cheok is
the
Deputy
Chairman
of
Metal
Reclaimation,
a
leading
lead
refinery
in
Malaysia.
Mr
Cheok
is
a
Senior
Adviser
to
a
number
of
businesses
and
industrial
groups
in
SE
Asia.
He
is
the
Vice
Governor
on
the Board
of
Governors
of
the
Malaysian
Institute
of
Corporate
Governance;
a
private/public
sector
initiative
established
to promote
good
corporate
governance
practices
in
Malaysia.
Mr
Cheok
brings
an
extensive
breadth
and
depth
of
experience and
wisdom
to
the
Company
given
his
work
experience
across
a
diverse
range
of
industries,
in
particular
his
knowledge
and and
experience
in
banking
and
business
in
Hong
Kong,
Singapore
and
Indonesia.
Mr
Cheok
also
provides
a
bridge
between Adavale’s
Australian
and
Indonesian
operations.
Mr
Cheok
is
Chair
of
the
Investment
&
Capital
Markets
Committee
and
a
member
of
the
Audit
Committee.
Having
had
regard
to
the
ASX
Principles,
the
Board
considers
Mr
Cheok
to
be
an
independent
Director.
**Directors’
Recommendation**
The
Board
unanimously
(other
than
Mr
Cheok,
supports
the
re-‐election
of
Mr
Cheok
and
recommends
that
Shareholders vote
in
favour
of
this
resolution.
**ITEM
4: Ratify
the
issue
of
Shares**
Background
Item
4
seeks
the
ratification
of
the
issue
by
the
Company
of
2,727,411
Shares
( Drawdown
Shares )
as
follows:
-
-‐ 991,300
shares
at
and
issue
price
of
$0.01416
per
share
on
12
October
2015,
as
a
result
of
a
drawdown
under
the Standby
Subscription
Agreement
with
Gurney
Capital
Pty
Ltd
as
announced
on
15
January
2015;
and -
-‐ 1,736,111
shares
at
and
issue
price
of
$0.0144
per
share
on
17
September
2015,
as
a
result
of
a
drawdown
under the
Standby
Subscription
Agreement
with
Gurney
Capital
Pty
Ltd
as
announced
on
15
January
ASX
Listing
Rule
7.1
ASX
Listing
Rule
7.1
provides
that
a
company
must
not,
subject
to
specified
exceptions,
issue
or
agree
to
issue
during
any 12
month
period
any
equity
securities,
or
other
securities
with
rights
to
conversion
to
equity
(such
as
an
option),
if
the number
of
those
securities
exceeds
15%
of
the
number
of
securities
in
the
same
class
on
issue
at
the
commencement
of that
12
month
period.
**ASX
Listing
Rule
7.4**
ASX
Listing
Rule
7.4
sets
out
an
exception
to
ASX
Listing
Rule
7.1.
It
provides
that
where
a
Company
in
general
meeting ratifies
the
previous
issue
of
securities
made
pursuant
to
ASX
Listing
Rule
7.1
(and
provided
that
the
previous
issue
did
not breach
Listing
Rule
7.1)
those
securities
will
be
deemed
to
have
been
made
with
Shareholder
approval
for
the
purpose
of ASX
Listing
Rule
7.1.
Ratification
by
the
Shareholders
of
the
Company
is
now
sought
pursuant
to
ASX
Listing
Rule
7.4
in
order
to
reinstate
the Company’s
capacity
to
issue
up
to
15%
of
its
issued
capital,
if
required
in
the
next
12
months
without
Shareholder approval.
**Specific
Disclosure
of
Information**
ASX
Listing
Rule
7.5
requires
that
the
following
information
be
provided
to
Shareholders
in
relation
to
the
Drawdown Shares.
-
(a) The
total
number
of
Drawdown
Shares
issued
by
the
Company
was
2,727,411; -
(b) The
Drawdown
Shares
were
issued
at
the
following
price
per
Share; -
-‐ 991,300
shares
at
an
issue
price
of
$0.01416
per
share;
and -
-‐ 1,736,111
shares
at
an
issue
price
of
$0.0144
per
share. -
(c) The
Drawdown
Shares
rank
equally
in
all
respects
with
the
Company’s
existing
Shares
on
issue; -
(d) The
Drawdown
Shares
were
issued
as
follows: -
-‐ 2,727,411
shares
were
issued
to
Gurney
Capital
Pty
Ltd
(or
their
nominee). -
(e) No
funds
were
raised
from
the
issue
of
Shares. -
(f) A
voting
exclusion
statement
is
included
below.
**Voting
Exclusion
Statement**
The
Company
will
disregard
any
votes
cast
on
the
resolution
in
Item
4
by
a
person
who
participated
in
the
issue
of
the Drawdown
Shares
and
any
associate
of
those
persons.
However,
the
Company
need
not
disregard
a
vote
if
it
is
cast
by
a person
as
a
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
the
direction
on
the
proxy
form,
or
it
is
cast
by the
person
chairing
the
Meeting
as
a
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
proxy form
to
vote
as
the
proxy
decides.
**Director’s
Recommendation**
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
**ITEM
5: Additional
10%
Placement
Capacity**
5.1 General
ASX
Listing
Rule
7.1A
provides
that
an
Eligible
Entity
may
seek
Shareholder
approval
at
its
annual
general
meeting
to
allow it
to
issue
Equity
Securities
up
to
10%
of
its
issued
capital
( 10%
Placement
Capacity ).
If
Shareholders
approve
the resolution
in
Item
5,
the
number
of
Equity
Securities
the
Company
may
issue
under
the
10%
Placement
Capacity
will
be determined
in
accordance
with
the
formula
prescribed
in
ASX
Listing
Rule
7.1A.2
(as
set
out
in
5.2
below).
The
Company
is
an
Eligible
Entity.
The
effect
of
the
resolution
in
Item
5
will
be
to
allow
the
Directors
to
issue
Equity Securities
up
to
10%
of
the
Company’s
fully
paid
ordinary
securities
on
issue
under
the
10%
Placement
Capacity
during
the period
up
to
12
months
after
the
meeting,
without
Shareholder
approval
and
without
using
the
Company’s
15%
annual placement
capacity
granted
under
Listing
Rule
7.1.
The
resolution
in
Item
5
is
a
special
resolution.
Accordingly,
at
least
75%
of
votes
cast
by
Shareholders
present
and
eligible to
vote
at
the
Meeting
must
be
in
favour
of
this
resolution
for
it
to
be
passed.
**5.2 10%
Placement
Capacity**
ASX
Listing
Rule
7.1A
came
into
effect
on
1
August
2012
and
enables
an
Eligible
Entity
to
seek
Shareholder
approval
at
its annual
general
meeting
to
issue
Equity
Securities
in
addition
to
those
under
the
Eligible
Entity’s
15%
annual
placement capacity.
An
Eligible
Entity
is
one
that,
as
at
the
date
of
the
relevant
annual
general
meeting:
-
(a) is
not
included
in
the
A&P/ASX
300
Index;
and -
(b) has
a
maximum
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred settlement
basis)
of
$300,000,000.
The
Company
is
an
Eligible
Entity
as
it
is
not
included
in
the
A&P/ASX
300
Index
and
has
a
current
market
capitalisation
at the
12
October
2015
of
$387,179.
The
Equity
Securities
must
be
in
the
same
class
as
an
existing
class
of
quoted
Equity
Securities.
The
Company
currently
has two
classes
of
Equity
Securities
on
issue,
being
quoted
ordinary
shares
and
unlisted
options.
The
exact
number
of
Equity
Securities
that
the
Company
may
issue
under
an
approval
under
Listing
Rule
7.1A
is
outlined
in Listing
Rule
7.2A.2.
This
rule
provides
that
Eligible
Entities
which
have
obtained
Shareholder
approval
at
an
annual
general meeting,
my
issue
or
agree
to
issue,
during
the
12
month
period
after
the
date
of
the
annual
general
meeting,
a
number
of Equity
Securities
calculated
according
to
the
following
formula:
(A
x
D)
–
E
Where:
-
A is
the
number
of
Shares
on
issue
12
months
before
the
date
of
issue
or
agreement: -
(a) plus
the
number
of
Shares
issued
in
the
previous
12
months
under
an
exception
in
ASX
Listing
Rule
7.2; -
(b) plus
the
number
of
partly
paid
shares
that
became
fully
paid
in
the
previous
12
months; -
(c) plus
the
number
of
Shares
issued
in
the
previous
12
months
with
approval
of
holders
of
Shares
under Listing
Rules
7.1
and
7.4.
This
does
not
include
an
issue
of
fully
paid
ordinary
shares
under
the
entity’s 15%
placement
capacity
without
shareholder
approval;
and -
(d) less
the
number
of
Shares
cancelled
in
the
previous
12
months. -
D is
10% -
E is
the
number
of
Equity
Securities
issued
or
agreed
to
be
issued
under
ASX
Listing
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
holders
of
ordinary
shares under
ASX
Listing
Rule
7.1
or
7.4.
**5.3
Technical
information
required
by
ASX
Listing
Rule
7.1A**
Pursuant
to
and
in
accordance
with
ASX
Listing
Rule
7.3A,
the
information
below
is
provided
in
relation
to
this
resolution.
- (a) Minimum
Price
The
minimum
price
at
which
the
Equity
Securities
may
be
issued
is
75%
of
the
volume
weighted
average
price
of Equity
Securities
in
that
class,
calculated
over
the
15
ASX
trading
days
on
which
trades
in
that
class
were
recorded immediately
before:
- (i) the
date
on
which
the
price
at
which
the
Equity
Securities
are
to
be
issued
is
agreed;
or
(ii) if
the
Equity
Securities
are
not
issued
within
5
(five)
ASX
trading
days
of
the
date
in
paragraph 5.3(a)(i),
the
date
on
which
the
Equity
Securities
are
issued.
(b)
**Date
of
Issue**
The
Equity
Securities
may
be
issued
under
the
10%
Placement
Capacity
commencing
on
the
date
of
the
Meeting and
expiring
on
the
first
to
occur
of
the
following:
-
(i) 12
months
after
the
date
of
this
Meeting;
and -
(ii) the
date
of
approval
by
Shareholders
of
any
transaction
under
ASX
Listing
Rules
11.1.2
(a
significant change
to
the
nature
or
scale
of
the
Company’s
activities)
or
11.2
(disposal
of
the
Company’s
main undertaking)
(after
which
date,
an
approval
under
Listing
Rule
7.1A
ceases
to
be
valid).
**(10%
Placement
Capacity
Period).**
**(c) Risk
of
voting
dilution**
Any
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
will
dilute
the
interests
of
Shareholders
who
do not
receive
any
Shares
under
the
issue.
If
the
resolution
in
Item
5
is
approved
by
Shareholders
and
the
Company
issues
the
maximum
number
of
Equity Securities
available
under
the
10%
Placement
Capacity,
the
economic
and
voting
dilution
of
existing
Shares
would be
as
shown
in
the
table
below.
The
table
below
shows
the
dilution
of
existing
Shareholders
calculated
in
accordance
with
the
formula
outlined
in ASX
Listing
Rule
7.1A2,
on
the
basis
of
the
current
market
price
of
Shares
and
the
current
number
of
Equity Securities
on
issue
as
at
the
date
of
this
Notice.
The
table
also
shows
the
voting
dilution
impact
where
the
number
of
Shares
on
issue
(Variable
A
in
the
formula) changes
and
the
economic
dilution
where
there
are
changes
in
the
issue
price
of
Shares
issued
under
the
10% Placement
Capacity.
| Number of Shares on Issue |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue Price (per Share) |
$0.007 (50% decrease in current market price) |
$0.01 (Current market price) |
$0.03 (100% increase in current market price) |
|
| 22,775,250 (Variable A) |
Shares issued – 10% voting dilution |
2,277,525 |
2,277,525 | 2,277,525 |
| Funds raised | $15,943 |
$31,885 |
$63,770 |
|
| 34,162,875 (50% increase in **Variable A) *** |
Shares issued – 10% voting dilution |
3,416,288 |
3,416,288 | 3,416,288 |
| Funds raised | $23,914 |
$47,828 |
$95,656 |
|
| 45,550,500 (100% increase in Variable A)* |
Shares issued – 10% voting dilution |
4,555,050 |
4,555,050 | 4,555,050 |
| Funds raised | $31,885 | $63,771 | $127,541 |
- The
number
of
shares
on
issue
(Variable
A
in
the
formula)
could
increase
as
a
result
of
the
issue
of
shares
that
do not
require
Shareholder
approval
(such
as
under
a
pro-‐rata
rights
issue
or
scrip
issue
under
a
takeover
offer)
or
that are
issued
with
Shareholder
approval
under
Listing
Rule
7.1.
**The
table
above
has
been
prepared
on
the
following
assumptions:**
- Variable
A
is
22,775,250
which
is
the
number
of
shares
on
issue
on
the
28
October -
The
market
price
set
out
above
is
the
closing
price
of
the
Shares
on
the
ASX
on
28
October -
The
Company
issues
the
maximum
possible
number
of
shares
under
the
10%
Placement
Capacity. -
The
Company
has
not
issued
any
other
Equity
Securities
in
the
12
months
prior
to
the
Meeting
that
were
not issued
under
an
exception
in
ASX
Listing
Rule
7.2. -
The
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
consists
only
of
Shares. -
The
calculations
above
do
not
show
the
dilution
that
any
one
particular
Shareholder
will
be
subject
to.
All Shareholders
should
consider
the
dilution
caused
to
their
own
shareholding
depending
on
their
specific circumstances.
-
This
table
does
not
set
out
any
dilution
pursuant
to
approvals
under
ASX
Listing
Rule
7.1. -
The
10%
voting
dilution
reflects
the
aggregate
percentage
dilution
against
the
issued
share
capital
at
the
time of
issue.
This
is
why
the
voting
dilution
is
shown
in
each
example
as
10%. -
The
table
does
not
show
an
example
of
dilution
that
may
be
caused
to
a
particular
Shareholder
by
reason
of placements
under
the
10%
Placement
Capacity,
based
on
that
Shareholder’s
holding
at
the
date
of
the Meeting.
Shareholders
should
note
that
there
is
a
risk
that:
-
(i) the
market
price
for
the
Company’s
Shares
may
be
significantly
lower
on
the
issue
date
than
on
the
date of
the
Meeting;
and -
(ii) the
Shares
may
be
issued
at
a
price
that
is
at
a
discount
to
the
market
price
for
those
Shares
on
the
date of
issue.
**(d) Purpose
of
issue
under
10%
Placement
Capacity**
The
Company
may
seek
to
issue
Equity
Securities
under
the
10%
Placement
Capacity
for
the
following
purposes:
-
(i) as
cash
consideration
in
which
case
the
Company
intends
to
use
funds
raised
for
working
capital purposes,
existing
projects
or
potential
acquisitions;
or -
(ii) as
non-‐cash
consideration
for
new
projects,
services,
equipment
or
product.
In
such
circumstances the
Company
will
provide
a
valuation
of
the
non-‐cash
consideration
as
required
by
Listing
Rule
7.1A.3. The
minimum
issue
price
limitation
as
set
out
in
Listing
Rule
7.1A
.3
applies
to
issues
for
non-‐cash consideration.
The
Company
will
comply
with
the
disclosure
obligations
under
Listing
Rules
7.1A4
and
3.10.5A
upon
issue
of
any Equity
Securities.
**(e) Allocation
under
the
10%
Placement
Capacity**
The
allottees
of
the
Equity
Securities
to
be
issued
under
the
10%
Placement
Capacity
have
not
yet
been determined.
However,
the
allottees
of
Equity
Securities
could
consist
of
current
Shareholders
or
new
investors
(or both).
The
Company
will
determine
the
allottees
at
the
time
of
the
issue
under
the
10%
Placement
Capacity,
having regard
to
the
following
factors:
-
(i) The
purpose
of
the
issue; -
(ii) Alternative
methods
for
raising
funds
available
to
the
Company
at
that
time,
including,
but
not
limited
to, an
entitlement
issue
or
other
offer
where
existing
Shareholders
may
participate; -
(iii) The
effect
of
the
issue
of
the
Equity
Securities
on
the
control
of
the
Company; -
(iv) The
circumstances
of
the
Company,
including,
but
not
limited
to,
the
financial
position
and
solvency
of
the Company; -
(v) Prevailing
market
conditions;
and -
(vi) Advice
from
corporate,
financial
and
broking
advisers
(if
applicable).
**(f) Previous
Approval
under
ASX
Listing
Rule
7.1A**
The
Company
previously
obtained
approval
from
Shareholders
under
ASX
Listing
Rule
7.1A
at
its
Annual
General Meeting
held
on
25
November
2014.
**(g) Compliance
with
ASX
Listing
Rules
7.1A.4
and
3.10.5A**
When
the
Company
issues
Equity
Securities
pursuant
to
the
10%
Placement
Capacity,
it
will
give
to
ASX:
-
(i) A
list
of
the
allottees
of
the
Equity
Securities
and
the
number
of
Equity
Securities
allotted
to
each
(not
for release
to
the
market),
in
accordance
with
Listing
Rule
7.1A.4;
and -
(ii) The
information
required
by
Listing
Rule
3.10.5A
for
release
to
the
market.
**(h) Information
Required
under
ASX
Listing
Rule
7.3A.6**
The
Company
has
issued
a
total
of
6,925,411
fully
paid
ordinary
shares
in
the
12
months
preceding
the
date
of
this Meeting,
which
represents
44%
of
the
share
capital
on
issue
12
months
prior
to
this
meeting.
All
share
issues
were as
a
result
of
drawdowns
under
the
Standby
Subscription
Agreement
with
Gurney
Capital
Pty
Ltd
as
announced
on 15
January
2015
as
follows:
- -‐ 12
October
2015:
1,228,840
Shares
at
$0.01416
per
Share.
This
represented
a
discount
of
17%
to
the
closing share
price
on
the
12
October -
A
total
of
$17,400
was
raised.
; -
-‐ 17-‐September
2015:
1,736,111
Shares
at
$0.0144
per
Share.
This
represented
a
discount
of
20
%
to
the
closing share
price
on
the
17
September -
A
total
of
$25,000
was
raised.
; -
-‐ 30
April
2015:
745,000
Shares
at
$0.0136
per
Share.
This
represented
a
discount
of
20%
to
the
closing
share price
on
the
30
April -
A
total
of
$10,132
was
raised.; -
-‐ 2
March
2015:
1,630,435
Shares
at
$0.0184
per
Share.
This
represented
a
discount
of
26%
to
the
closing
share price
on
the
2
March -
A
total
of
30,000
was
raised.;
and -
-‐ 2
February
2015:
1,585,025
Shares
at
$0.0197
per
Share.
This
represented
a
discount
of
10%
to
the
closing share
price
on
the
2
February - A
total
of
$31,224.99
was
raised..
The
proceeds
have
or
will
be
used
to
fund
working
capital
requirements
of
the
Company.
Approximately
$10,000
of the
proceeds
remains
in
the
company’s
bank
account
and
will
be
used
to
fund
operating
expenses
of
the
company.
**5.4 Voting
Exclusion
Statement**
The
Company
will
disregard
any
votes
cast
on
Item
5
by
any
person
who
may
participate
in
the
issue
of
Equity
Securities under
this
item
and
a
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
associates
of
those
persons.
However
the
Company
will
not
disregard
a
vote if
it
is
cast
by
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.
As
at
the
date
of
this
Notice,
the
Company
has
not
invited
any
existing
Shareholder
to
participate
in
an
issue
of
Equity Securities
under
ASX
Listing
Rule
7.1A.
Therefore,
no
existing
Shareholders
will
be
excluded
from
voting
on
the
resolution in
Item
5.
GLOSSARY
AEDT means
Australian
Eastern
Daylight
Savings
Time
as
observed
in
Sydney,
Australia.
$ means
Australian
Dollars
Annual
General
Meeting or Meeting means
the
meeting
convened
by
the
Notice
ADST means
Australian
Daylight
Standard
Time
as
observed
in
Sydney,
Australia.
ASX means
ASX
Limited
ACN
008
624
691
ASX
Listing
Rules means
the
Listing
Rules
of
the
ASX,
as
amended
or
replaced
from
time
to
time
except
to
the
extent
of
any express
written
waiver
by
ASX.
ASX
Principles mean
the
ASX
Corporate
Governance
Principles
and
Recommendations
(3[rd] edition).
Board means
the
current
Board
of
directors
of
the
Company.
Closely
Related
Party has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.
Company means
Adavale
Resources
Limited
(ACN
000
969
362)
Constitution means
the
Company’s
Constitution.
Corporations
Act means
the Corporations
Act
2001 (Cth).
Directors means
the
current
Directors
of
the
Company.
Eligible
Entity means
an
entity
that
at
the
date
of
the
relevant
General
Meeting:
-
(a) is
not
included
in
the
A&P/ASX
300
Index;
and -
(b) has
a
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred
settlement
basis)
of $300,000,000.
Equity
Securities includes
a
Share,
a
right
to
a
Share
or
Option,
an
Option,
a
convertible
security
and
any
security
that
ASX decides
to
classify
as
an
Equity
Security.
Explanatory
Notes means
the
Explanatory
Notes
accompanying
the
Notice.
Items means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.
Key
Management
Personnel
or
KMP has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.
Notice or Notice
of
Meeting or Notice
of
Annual
General
Meaning means
this
notice
of
annual
general
meaning
and
the explanatory
notes
accompanying
the
Notice
and
the
Proxy
Form.
Proxy
Form means
the
proxy
form
accompanying
the
Notice.
Remuneration
Report means
the
remuneration
report
set
out
in
the
Director’s
Report
section
of
the
Company’s
Annual Financial
report
for
the
year
ended
30
June
2015.
Resolutions means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.
Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.
Shareholder means
a
holder
of
a
Share.
Adavale Resources Limited ABN 96 008 719 015
Lodge your vote:
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----- Start of picture text -----
Online:
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www.investorvote.com.au
By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
T 000001 000 ADD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
XX
Vote and view the annual report online
-
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
-
• Follow the instructions on the secure website to vote.
Your access information that you will need to vote:
Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
==> picture [92 x 92] intentionally omitted <==
- For your vote to be effective it must be received by 12.00 pm (Jarkarta time) on Saturday 28 November 2015 or by 4.00 pm (AEDT) on Saturday 28 November 2015
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions for Postal Forms
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE, or turn over to complete the form
Samples/000001/000002/i12
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND
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Proxy Form
Please mark
to indicate your directions
Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Adavale Resources Limited hereby appoint
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the Chairman of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Adavale Resources Limited to be held at 8th Floor, The CEO Building, Jl. TB Simatupang 18C, Cilandak, Jakarta 12430 Indonesia on Monday 30 November 2015 at 12.00 pm (Jarkarta time) and shareholders are also welcome to attend the Company’s registered office Level 5, 151 Castlereagh Street, Sydney, NSW at 4.00pm (AEDT) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Again | st Abstain |
||
|---|---|---|---|---|
| 2 | Remuneration Report | |||
| 3.1 | Re-election of Mr Haryono Eddyarto |
3.2 Re-election of Mr Albert Cheok
| 4 | Ratify the issue of Shares | |||
|---|---|---|---|---|
| 5 | Additional 10% Placement Capacity |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
SIGN
Signature of Securityholder(s) This section must be completed.
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----- Start of picture text -----
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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9 9 9 9 9 9 A
A D D
Adavale Resources Limited ABN 96 008 719 015
All general correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 www.investorcentre.com/contact www.computershare.com
T 000002 000 ADDRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030
Dear Securityholder,
We have been trying to contact you in connection with your securityholding in Adavale Resources Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.
Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.
We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.
You are requested to include the following;
Securityholder Reference Number (SRN);
ASX trading code;
Name of company in which security is held;
Old address; and
New address.
Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:
Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia
Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.
Yours sincerely
Adavale Resources Limited
Samples/000002/000005/i12