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BIG RIVER INDUSTRIES LIMITED — Proxy Solicitation & Information Statement 2024
Sep 23, 2024
64561_rns_2024-09-23_4de2d1eb-fda4-4f5e-b190-0fe5c7e4dcf7.pdf
Proxy Solicitation & Information Statement
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BIG RIVER INDUSTRIES LIMITED
ACN 609 901 377
LODGE YOUR VOTE
ONLINE https://investorcentre.linkgroup.com
BY MAIL Big River Industries Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX
+61 2 9287 0309
BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO Telephone: +61 1300 554 474
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Big River Industries Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairperson of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (Sydney time) on Thursday, 31 October 2024 at 60 Martin Place Sydney (the offices of Thomson Geer Lawyers) (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 4 & 5: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairperson of the Meeting to exercise the proxy in respect of Resolutions 1, 4 & 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairperson of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolution For Against Abstain * For Against Abstain * 1 Adoption of the Remuneration Report 5 Approval for issue of performance rights to Mr John Lorente, Managing Director and CEO 2 Re-election Director, Mr. Martin Monro 6 Approval of Additional 10% Placement Capacity under ASX Listing Rule 7.1A 3 Re-election Director, 7 Renewal of Proportional Takeover Mr Brad Soller Provisions
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4 Approval to Issue Securities and Rights Under the Big River Industries Limited Rights Plan (BRIRP)
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- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
BRI PRX2401C
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
ACCESS YOUR NOTICE OF ANNUAL GENERAL MEETING
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
To view or download the Big River Industries Limited Annual General Meeting (Notice of Meeting) , which sets out in full the resolutions being put to the meeting and Explanatory Notes, please visit https://bigriverindustries.com.au/Investors
In accordance with amendments to the Corporations Act 2001 under the Corporations Amendment (Meetings and Documents) Act 2022, a physical copy of the Notice of Meeting and this proxy form is being mailed if you have elected to receive a physical copy. Otherwise, access to the Notice of Meeting is being provided to persons entitled to receive a copy via the website above.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
Shareholders may make an election to receive certain documents in physical or electronic form, or elect not to receive certain documents, by contacting the Company’s share registry
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the LODGEMENT OF A PROXY FORM Meeting will be voted according to the instructions set out in this Proxy This Proxy Form (and any Power of Attorney under which it is signed) Form, including where the Resolutions are connected directly or indirectly must be received at an address given below by 11:00am (Sydney with the remuneration of KMP. time) on Tuesday, 29 October 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT after that time will not be valid for the scheduled Meeting. You may direct your proxy how to vote by placing a mark in one of the Proxy Forms may be lodged using the reply paid envelope or: 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 ONLINE voting rights are to be voted on any item by inserting the percentage or https://investorcentre.linkgroup.com 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 Login to the Link website using the holding details as shown vote as he or she chooses. If you mark more than one box on an item your on the Proxy Form. Select ‘Voting’ and follow the prompts to vote on that item will be invalid. lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder APPOINTMENT OF A SECOND PROXY Reference Number (SRN) or Holder Identification Number (HIN) You are entitled to appoint up to two persons as proxies to attend the as shown on the front of the Proxy Form). Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s BY MOBILE DEVICE QR Code share registry or you may copy this form and return them both together. Our voting website is designed specifically for voting online. You can now lodge To appoint a second proxy you must: your proxy by scanning the QR code (a) on each of the first Proxy Form and the second Proxy Form state the adjacent or enter the voting link percentage of your voting rights or number of shares applicable to that https://investorcentre.linkgroup.com form. If the appointments do not specify the percentage or number of into your mobile device. Log in using the votes that each proxy may exercise, each proxy may exercise half your Holder Identifier and postcode for your votes. Fractions of votes will be disregarded; and shareholding. (b) return both forms together. To scan the code you will need a QR code reader application SIGNING INSTRUCTIONS which can be downloaded for free on your mobile device. You must sign this form as follows in the spaces provided: BY MAIL Individual: where the holding is in one name, the holder must sign. Big River Industries Limited Joint Holding: where the holding is in more than one name, either C/- Link Market Services Limited shareholder may sign. Locked Bag A14 Power of Attorney: to sign under Power of Attorney, you must lodge the Sydney South NSW 1235 Power of Attorney with the registry. If you have not previously lodged this Australia document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. BY FAX Companies: where the company has a Sole Director who is also the Sole +61 2 9287 0309 Company Secretary, this form must be signed by that person. If the BY HAND company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. delivering it to Link Market Services Limited* Otherwise this form must be signed by a Director jointly with either another Level 22, Tower 6 Director or a Company Secretary. Please indicate the office held by signing 10 Darcy Street in the appropriate place. Parramatta NSW 2150
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Sydney time) on Tuesday, 29 October 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or: ONLINE
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 indicate the office held by signing in the appropriate place.
- in business hours (Monday to Friday, 9:00am–5:00pm)
CORPORATE REPRESENTATIVES
If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at https://investorcentre.linkgroup.com.
IMPORTANT INFORMATION
Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.
IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
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BIG RIVER INDUSTRIES LIMITED
ACN 609 901 377
LODGE YOUR QUESTIONS
ONLINE https://investorcentre.linkgroup.com
BY MAIL Big River Industries Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150
- ALL ENQUIRIES TO
Telephone: +61 1300 554 474
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X99999999999 Please use this form to submit any questions about Big River Industries Limited (“the Company”) that you would like us to respond to at the Company’s 2024 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm (Sydney time) on Thursday, 14 October 2024. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction
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