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Capstone Copper Corp. Proxy Solicitation & Information Statement 2024

Mar 25, 2024

48344_rns_2024-03-25_6fc4b0dd-4044-4639-bbfb-c34b45cf7cd7.pdf

Proxy Solicitation & Information Statement

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For all enquiries call:

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(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

* Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on 3 May 2024

Meeting Information

Meeting Type: 2024 Annual General and Special Meeting For holders as of: 4 March 2024

Date: 3 May 2024

Time: 11:00am (Pacific Daylight Time)

Location: 510 West Georgia Street, Suite 2100, Vancouver, British Columbia

You are receiving this communication because you hold CDIs in Capstone Copper Corp. This is not a ballot. You cannot use this notice to vote the shares underlying the CDIs. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.investorvote.com.au or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.

For your vote to be effective it must be received by 11.00am (Australian Eastern Standard Time) on Tuesday, 30 April 2024.

See the reverse side of this notice to obtain proxy materials and voting instructions

 To vote online, 24 hours a day, 7 days a week: www.investorvote.com.au Your secure access information is: Cast your vote Control Number: 999999 Access the meeting documents SRN/HIN: I9999999999 PIN: 99999 Review and update your securityholdingPLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

CDI Voting Instruction Form Notice of Meeting and Proxy Statement Annual Report

How to View Online:

Have the 6-Digit Control Number available (located on the front of this document) and visit: www.investorvote.com.au

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY TELEPHONE: (within Australia) 1300 850 505 or (outside Australia) +61 3 9415 4000 2) BY E-MAIL*: [email protected]

Please make the request as instructed above on or before 5.00pm on Friday, 12 April 2024 (Australian Eastern Daylight Time) to facilitate timely delivery.

*If requesting materials by e-mail, please send an e-mail containing your registered name, address and SRN/HIN.

How To Vote

Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by internet, go to www.investorvote.com.au. Have the 6-Digit Control Number available and follow the instructions.

Vote By Mail: You can vote by mail using the CDI voting instruction form included in this mailpack.

Voting Items

The Board of Directors recommends you vote FOR the following:

1. Number of Directors

To Set the Number of Directors at eight .

2. Election of Directors

  1. Alison Baker

  2. Gordon Bell

  3. Robert Gallagher

  4. Anne Giardini

  5. John MacKenzie

  6. Peter Meredith

  7. Patricia Palacios

  8. Darren Pylot

3. Appointment of Auditors

Appointment of Deloitte LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

4. Say on Pay

Passing an advisory vote on the Corporation’s approach to executive compensation, as more particularly described in the accompanying Information Circular.

5. Approve Capstone to Grant All Unallocated Entitlements

To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve the unallocated entitlements under the Corporation’s Treasury Share Unit Plan, as more particularly described in the accompanying Information Circular.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 11:00am (AEST) on Tuesday, 30 April 2024.

CDI Voting Instruction Form

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name on Monday, 4 March 2024 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

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Lodge your Form:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

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.

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Company Secretary or Director and Company Secretary. Delete titles as applicable.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.

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I 9999999999

I ND

CDI Voting Instruction Form

Please mark

to indicate your directions

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Capstone Copper Corp. hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General and Special Meeting of Capstone Copper Corp. to be held at 510 West Georgia Street, Suite 2100, Vancouver, British Columbia on 3 May 2024 at 11:00am (Pacific Daylight Time) and at any adjournment or postponement of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

Step 2

The Board of Directors recommends voting FOR each proposal.

The Board of Directors recommends voting FOR each proposal.
Step 2
The Board of Directors recommends voting FOR each proposal.
Step 2
The Board of Directors recommends voting FOR each proposal.
Step 2
The Board of Directors recommends voting FOR each proposal.
Step 2
The Board of Directors recommends voting FOR each proposal.
Step 2
1.
Number of Directors
For
Against
To Set the Number of Directors ateight.
2.
Election of Directors
For Withhold
01
Alison Baker
02
Gordon Bell
03
Robert Gallagher
04
Anne Giardini
05
John MacKenzie
06
Peter Meredith
07
Patricia Palacios
08
Darren Pylot
3.
Appointment of Auditors
For Withhold
Appointment ofDeloitte LLPas Auditors of the Corporation for the ensuing year and authorizing the Directors to fx their
remuneration.
4.
Say on Pay
For
Against
Passing an advisory vote on the Corporation’s approach to executive compensation, as more particularly described in the
accompanying Information Circular.
5.
Approve Capstone to Grant All Unallocated Entitlements
For
Against
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve the unallocated
entitlements under the Corporation’s Treasury Share Unit Plan, as more particularly described in the accompanying
Information Circular.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

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