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ARUMA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024
Jun 27, 2024
64273_rns_2024-06-27_691a0562-edd5-4a9c-9e1d-922026769fa1.pdf
Proxy Solicitation & Information Statement
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28 June 2024
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Dear Shareholder
Notice of Extraordinary General Meeting and Proxy Form
Notice is hereby given that an Extraordinary General Meeting of shareholders of Aruma Resources Limited ( Company ) will be held at Elderton Pty Ltd, Level 32, 152 St George’s Terrace, Perth, WA 6000 on 1 August 2024 at 10:00 am (WST) ( Meeting ).
In accordance with applicable regulatory requirements, the Company will not be dispatching physical copies of the Notice of Meeting ( Notice ) to shareholders unless specifically requested to do so. The Notice is available via the Company’s website www.arumaresources.com and on the ASX website at https://www2.asx.com.au/markets/tradeour-cash-market/announcements.aaj.
You may vote by attending the Meeting in person, by proxy, or by appointing an authorised representative. A Proxy Appointment Form is enclosed with this letter so you can appoint a proxy to attend the Meeting on your behalf if you wish.
Voting in Person
To vote in person, you must attend the Meeting on the date and at the place as set out above. If possible, shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, so that the Company may check the shareholders' holding against the Company’s share register and note attendance.
Voting by Proxy
Appointment of Proxy : Shareholders who are entitled to attend and vote at the Meeting, may appoint a proxy to act generally at the Meeting and to vote on their behalf. The proxy does not need to be a shareholder of the Company.
Voting by Proxy : A shareholder can direct its proxy to vote for, against or abstain from voting on each resolution considered at the Meeting by marking the appropriate box in the voting directions to your proxy section of the Proxy Appointment Form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Appointment Form.
Proxy Appointment Forms must be received by 10:00am (WST) on 30 July 2024.
Details on how to lodge your Proxy Appointment Form can be found on the enclosed Proxy Appointment Form. The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.
Aruma Resources Ltd
Business Office 1[st] Floor, 2 Richardson Street West Perth WA 6005
Board and Management JAMES MOSES – Non-Executive Chairman GLENN GRAYSON – Managing Director BRETT SMITH – Non-Executive Director
ACN 141 335 364 ASX: AAJ
T: + 61 8 9321 0177
www.arumaresources.com
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Electronic Communications
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the documents relevant to the Meeting. To be able to receive electronic communications from the Company in the future, please update the details of your shareholding preferences online at www.automic.com.au.
Yours faithfully
Phillip MacLeod Company Secretary Aruma Resources Limited
www.arumaresources.com
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
ARUMA RESOURCES LIMITED | ABN 77 141 335 364
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Your proxy voting instruction must be received by 10.00am (AWST) on Tuesday, 30 July 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms tth If i dditil P Vti F tt Ati Rit Si |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 |
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| BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
BY EMAIL:
Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
BY FACSIMILE:
+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/
PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of ARUMA RESOURCES LIMITED, to be held at 10.00am (AWST) on Thursday, 01 August 2024 at Elderton Pty Ltd, Level 32, 152 St Georges Terrace, Perth WA 6000 hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3, 4 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 3, 4 and 5 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|
| 1 Approval to issue shares and options to the shareholders of NHM Holdings (Australia) Pty Ltd |
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| 2 Approval of the terms of a buy-back |
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| 3 Approval to issue performance rights to Glenn Grayson |
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| 4 Approval to issue performance rights to James Moses |
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| 5 Approval to issue performance rights to Brett Smith |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on | a show of | hands or on | |
| a poll and your votes will not be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
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| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |