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CAVALIER RESOURCES LIMITED — AGM Information 2024
Oct 22, 2024
64731_rns_2024-10-22_207bd10c-429d-4c89-a7d2-a7a0b71fd431.pdf
AGM Information
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Cavalier Resources Limited
ACN 635 842 143
Notice of Annual General Meeting and Explanatory Memorandum
Date of Meeting: Friday 22 November 2024
Time of Meeting: 11.00am AWST Place of Meeting: Level 2, 22 Mount Street, Perth WA 6000
This is an important document. Please read it carefully.
If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.
In compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 11.00am AWST on 20 November 2024.
Notice of Annual General Meeting
Notice is given that an Annual General Meeting of shareholders of Cavalier Resources Limited ACN 635 842 143 (Company) will be held at Level 2, 22 Mount Street, Perth WA 6000 on 22 November 2024 commencing at 11.00am AWST.
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 2024 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
1. 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 purposes 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 2024.”
Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the
Company.
Voting prohibition statement:
A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) 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:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and
- (ii) 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.
Voting Intentions of Chair:
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.
Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.
2. Resolution 2: Re-election of Director – Mr Ranko Matic
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 15.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Ranko Matic retires, and being eligible, be re-elected as a Director of the Company .”
Page 1 of 18
Notice of Annual General Meeting
3. Resolution 3: Adoption of Employee Incentive Securities Plan
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Incentive Securities Plan and for the issue of 2,169,083 Securities under that Plan, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”
Voting exclusion statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Employee Incentive Securities Plan, or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Voting Prohibition Statement: A person appointed as a proxy must not vote on the basis of that appoint on this Resolution if: (a) the proxy is either a member of the Key Management Personnel, or a Closely Related Party of such a member; and
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(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the person Chairing the meeting; and (b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the company.
Special Resolutions
4. Resolution 4: Approval of 10% Placement Capacity
To consider and, if thought fit, to pass the following resolution as a special resolution :
“ That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum .”
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Notice of Annual General Meeting
Voting exclusion statement:
The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of the Resolutions by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
5. Resolution 5: Renewal of Proportional Takeover Provisions
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That the proportional takeover provisions contained in clause 37 of the Company’s Constitution be renewed for a further period of three years commencing from the date of this Annual General Meeting.”
6. General business
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.
Notes:
(a) Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum.
- (b) A detailed summary of the Resolution(s) is contained within the Explanatory Memorandum.
The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.
By order of the board
Damon Cox
Company Secretary 9 October 2024
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Notice of Annual General Meeting
Proxies and representatives
Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.
Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ). The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the Company’s share registry not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.
A proxy form is attached to this Notice.
Voting entitlement
For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 5.00pm AWST on 20 November 2024.
Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Signing instructions
You must sign the proxy form as follows in the spaces provided:
| Individual: | Where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: |
Where the holding is in more than one name, all holders must sign. |
| Power of Attorney: |
To sign under Power of Attorney, 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 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. |
Page 4 of 18
Notice of Annual General Meeting
1. Introduction
This Explanatory Memorandum is provided to the shareholders of Cavalier Resources Limited ACN 635 842 143 ( the Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 2, 22 Mount Street, Perth WA 6000 on 22 November 2024 commencing at 11.00am AWST.
The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.
Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.
Terms used in this Explanatory Memorandum are defined in Section 9.
2. Financial Statements and Reports
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the Remuneration Report, and the auditor’s report.
There is no requirement for shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by shareholders of the financial statements and the associated directors’ and auditors’ reports.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.cavalierresources.com.au
The Company’s Annual Report is placed before the Shareholders for discussion.
No voting is required for this item.
3. Resolution 1: Adoption of Remuneration Report
3.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
3.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.
All of the directors of the Company who were in office when the directors' report (as included in the Company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
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Notice of Annual General Meeting
Following the Spill Meeting those persons whose election or re-election as directors of the Company is approved will be the directors of the company.
3.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
4. Resolution 2: Re-election of Director – Mr Ranko Matic
4.1 General
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
Clause 15.2 of the Company Constitution (which mirrors ASX Listing Rule 14.4) requires that a director shall not continue in office for a period in excess of three consecutive years or until the third annual general meeting following the director’s appointment, whichever is the longer, without submitting to reelection.
Mr Matic was first appointed a Director on 24 April 2020 (prior to the Company’s listing on the ASX) and was elected at the AGM held on 30 November 2022.
Mr Matic retires by rotation at the Annual General Meeting and seeks re-election.
4.2 Qualifications and other material directorships
Mr Matic is a Chartered Accountant with over 30 years’ experience in the areas of financial and executive management, accounting, audit, business and corporate advisory. Mr Matic has provided services to a large number of mining and exploration companies. He has acted as a Director, Company Secretary and CFO for both public and private companies, with a particular focus on the ASX-listed market. Through these positions he has been involved in an advisory capacity to over 40 initial public offerings and other re-capitalisations and re-listings of ASX companies in the last 20 years. Mr Matic holds a Bachelor of Business and is a member of the Institute of Chartered Accountants in Australia and New Zealand.
Mr Matic is currently the Executive Chairman of Cavalier Resources Limited. He is also a Non-Executive Director of Lycaon Resources Ltd (ASX: LYN), Panther Metals Ltd (ASX: PNT) and Locafy Limited (NASDAQ: LCFY).
Mr Matic is not considered to be independent due to his executive role with the Company.
4.3 Board recommendation
The Board supports the re-election of Mr Matic as a Director of the Company and recommends (with Mr Matic abstaining) that Shareholders vote in favour of Resolution 2.
5. Resolution 3: Adoption of Employee Incentive Securities Plan
5.1 General
Resolution 3 seeks Shareholder approval for the adoption of the employee incentive scheme titled Employee Incentive Securities Plan ( Plan ) and for the issue of a maximum of 2,169,083 Securities under the Plan in accordance with ASX Listing Rule 7.2 (Exception 13(b)).
The objective of the Plan is to attract, motivate and retain key employees, and the Company considers that the adoption of the Plan and the future issue of Securities under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.
Page 6 of 18
Notice of Annual General Meeting
ASX Listing Rule 7.2 Exception 13(b) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.
Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.
For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.
If Resolution 3 is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Plan (up to the maximum number stated in section 5.3 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 3 is not passed, the Company will be able to proceed with the issue of Securities under the Plan to eligible participants, but any issues of Securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Securities .
5.2 Technical Information required by Listing Rule 7.2 Exception 13
In accordance with the requirements of Listing Rule 7.2 Exception 13, the following information is provided:
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(a) A summary of the key terms and conditions of the Plan is set out in Annexure 1.
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(b) The Company has not previously issued employee incentive securities (since it did not have an employee incentive plan in place).
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(c) The maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 2,169,083 Securities (being no more than 5% of the Company shares currently on issue).
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(d) A voting exclusion statement has been included in this Notice for the purpose of Resolution 3.
5.3 Board recommendation
Noting that each Director may have a personal interest in the outcome of this Resolution 3 by virtue of them being eligible to participate in the Plan, the Board recommends that Shareholders vote in favour of Resolution 3.
6. Resolution 4: Approval of 10% Placement Capacity
6.1 General
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 10% Placement Capacity ).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.
Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the 10% Placement Capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
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Notice of Annual General Meeting
If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 4 is not passed, the Company will not be able to access the 10% Placement Capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
6.2 Information on 10% Placement Capacity
(a) Quoted securities
Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.
As at the date of this Notice, the Company currently has one class of Equity Securities quoted on the ASX, being Ordinary Shares (ASX Code: CVR).
(b) Formula for 10% Placement Capacity
If this Resolution 4 is passed, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula:
Additional Placement Capacity = (A x D) – E
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A = the number of fully-paid ordinary securities on issue at the commencement of the Relevant Period:
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plus the number of fully-paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17;
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plus the number of fully-paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
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the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
- the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
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plus the number of fully-paid ordinary securities issued in the Relevant Period under an agreement to issue securities within rule 7.2 exception 16 where:
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the agreement was entered into before the commencement of the Relevant Period; or
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the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
-
-
plus the number of fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4;
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plus the number of partly-paid ordinary securities that became fully-paid in the Relevant Period;
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less the number of fully-paid ordinary securities cancelled in the Relevant Period;
D = 10%; and
- E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.
6.3 Listing Rule requirements
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:
(a) Period for which the 10% Placement Capacity is valid
The 10% Placement Capacity will commence on the date of the Meeting at which the Shareholder approval is obtained and expire on the first to occur of the following:
Page 8 of 18
Notice of Annual General Meeting
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(i) the date that is 12 months after the date of this Meeting (i.e. 22 November 2024), presuming Shareholder approval is obtained;
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(ii) the time and date of the Company’s next annual general meeting; and
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(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
(b) Minimum Price at which equity securities may be issued
Any Equity Securities issued under the 10% Placement Capacity will be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:
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(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
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(ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
(c) Use of funds raised under 10% Placement Capacity
The Company intends to use funds raised from issues of Equity Securities under the 10% Placement Capacity for:
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(i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);
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(ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);
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(iii) the development of the Company’s current business; and
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(iv) general working capital.
(d)
Risk of voting dilution
If Resolution 4 is passed and the Company issues securities under the 10% Placement Capacity, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:
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(i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date Shareholder approval is obtained for this Resolution; and
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(ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date.
The table overleaf shows the potential dilution of existing Shareholders following the issue of Equity Securities under the 10% Placement Capacity (based on the formula set out above) using difference variables for the number of issued Ordinary Shares and the market price of Ordinary Shares.
The table overleaf is calculated using the closing market price of Shares and the number of Equity Securities on issue as at 8 October 2024.
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.
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Notice of Annual General Meeting
| Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2) |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue Price (per Share) |
$0.0625 (50% decrease in current issue price) |
$0.1250 (Current issue price) |
$0.1875 (50% increase in current issue price) |
|
| 43,381,666 (Current Variable A) |
Shares issued – 10% voting dilution |
4,338,167 | 4,338,167 | 4,338,167 |
| Funds raised | $271,135 | $542,271 | $813,406 | |
| 65,072,499 (50% increase in Variable A) |
Shares issued – 10% voting dilution |
6,507,250 | 6,507,250 | 6,507,250 |
| Funds raised | $406,703 | $813,406 | $1,220,109 | |
| 86,763,332 (100% increase in Variable A) |
Shares issued – 10% voting dilution |
8,676,333 | 8,676,333 | 8,676,333 |
| Funds raised | $542,271 | $1,084,542 | $1,626,812 |
*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 issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
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(i) There are 43,381,666 Shares on issue as at the date of this Notice (ASX Code: CVR).
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(ii) The issue price set out above is the closing price of the Shares on the ASX on 8 October 2024.
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(iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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(iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
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(v) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
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(vi) 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.
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(vii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.
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(viii) 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%.
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(ix) 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:
-
(1) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
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(2) 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.
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Notice of Annual General Meeting
(e) Allocation under the 10% Placement Capacity
The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
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(1) the purpose of the issue;
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(2) 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;
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(3) the effect of the issue of the Equity Securities on the control of the Company;
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(4) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
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(5) prevailing market conditions; and
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(6) advice from corporate, financial and broking advisers (if applicable).
(f) Previous approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 24 November 2023 ( Previous Approval ). The Company has not made any issues under Listing Rule 7.1A in the period since the previous annual general meeting.
6.4 Voting Exclusion
A voting exclusion statement is included in this Notice of Meeting. As at the date of this Notice of Meeting, 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 this Resolution.
6.5 Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 4.
The Chair intends to vote all available proxies in favour of Resolution 4.
7. Resolution 5: Renewal of Proportional Takeover Provisions
7.1 General
Resolution 5 seeks Shareholders approval for the renewal of the proportional takeover provisions which are contained in clause 37 of the Company’s Constitution. A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.
Under the Corporations Act, the provisions in clause 37 must be renewed every three years, or they will cease to have effect.
The current provisions were adopted when a replacement company constitution was approved by shareholders on 20 November 2021. Accordingly, the provisions will expire at the 2024 annual general meeting of Shareholders.
7.2 Information required by section 648G of the Corporations Act
Effect of proposed proportional takeover provisions
Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.
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Notice of Annual General Meeting
Reasons for proportional takeover provisions
A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium.
These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.
Knowledge of any acquisition proposals
As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Potential advantages and disadvantages of proportional takeover provisions
The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.
The potential advantages of the proportional takeover provisions for Shareholders include:
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(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
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(b) assisting in preventing Shareholders from being locked in as a minority;
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(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
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(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.
The potential disadvantages of the proportional takeover provisions for Shareholders include:
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(a) proportional takeover bids may be discouraged;
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(b) lost opportunity to sell a portion of their Shares at a premium; and
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(c) the likelihood of a proportional takeover bid succeeding may be reduced.
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7.3 Board recommendation
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The Board recommends that Shareholders vote in favour of Resolution 5.
The Chair intends to vote all available proxies in favour of Resolution 5.
8. General Business
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolution(s) are set out in the Explanatory Memorandum.
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Notice of Annual General Meeting
9. Interpretation
10% Placement Capacity has the meaning given in Section 6.1.
Annual General Meeting means the Annual General Meeting of the Company pursuant to this Notice of Meeting.
ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).
Board means the board of directors of the Company.
Closely Related Party has the meaning given in section 9 of the Corporations Act.
Company means Cavalier Resources Limited ACN 635 842 143.
Constitution means the constitution of the Company from time to time.
Corporations Act means the Corporations Act 2001 ( Cth ) as amended, varied or replaced from time to time.
Director means a director of the Company.
Eligible Entity means an entity that, at the date of the relevant general meeting:
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(a) is not included in the S&P/ASX 300 Index; and
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(b) has a maximum 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 Memorandum means this explanatory memorandum accompanying the Notice of Meeting.
Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.
Listing Rules means the official listing rules of the ASX as amended from time to time.
Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.
Official List means the official list of the ASX.
Option means an option to acquire a Share.
Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Performance Share means a performance share in the capital of the Company which converts into a Share following satisfaction of a performance milestone.
Previous Approval has the meaning given in section 6.3(f).
Proxy Form means the proxy form accompanying the Notice of Meeting.
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 2024.
Resolution means a resolution proposed at the Meeting.
Security means a Share, Option, Performance Right or any other convertible security (as applicable).
Share means a fully paid ordinary share in the issued capital of the Company.
Shareholder means a holder of Shares in the Company.
Special Resolution means a resolution:
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(a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and
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(b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.
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Notice of Annual General Meeting
ANNEXURE 1
TERMS AND CONDITIONS OF THE EMPLOYEE INCENTIVE SECURITIES PLAN
A summary of the material terms of the Company’s Employee Incentive Securities Plan ( Plan ) is set out below.
| Eligible Participant | Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time. |
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| Purpose | The purpose of the Plan is to: (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Shares, Options, Performance Rights or any other convertible Security (Securities). |
| Maximum number of Convertible Securities |
The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b). The maximum number of equity securities proposed to be issued under the Plan in reliance on Listing Rule 7.2 (Exemption 13(a)), following Shareholder approval pursuant to Resolution 3, is 2,169,083 Securities. It is not envisaged that the maximum number of Securities will be issued immediately. |
| Plan administration | The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth)). The Board may delegate its powers and discretion. |
| Eligibility, invitation and application |
The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) the Securities provided under the Plan on such terms and conditions as the Board decides. On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation. |
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Notice of Annual General Meeting
| Grant of Securities | The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required. |
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| Rights attaching to Convertible Securities |
AConvertible Securityrepresents a right to acquire one or more Plan Shares in accordance with the Plan (for example, an Option or a Performance Right). Prior to a Convertible Security being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (see Adjustment of Convertible Securities section below). |
| Restrictions on dealing with Convertible Securities |
Convertible Securities issued under the Plan cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board in which case the Convertible Securities may be exercisable on terms determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. |
| Vesting of Convertible Securities |
Any vesting conditions applicable to the Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that security will lapse. |
| Forfeiture of Convertible Securities |
Convertible Securities will be forfeited in the following circumstances: (a) where a Participant acts fraudulently, dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group and the Board exercises its discretion to deem some or all of the Convertible Securities held by a Participant to have been forfeited; (b) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (c) on the date the Participant becomes insolvent; or (d) on the Expiry Date, subject to the discretion of the Board. |
| Listing of Convertible Securities |
Convertible Securities granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of Convertible Securities granted under the Plan on the ASX or any other recognised exchange. |
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Notice of Annual General Meeting
| Exercise of Convertible Securities and cashless exercise |
To exercise a security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Securities (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice. An invitation to apply for Convertible Securities may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. Market Valuemeans, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. Convertible Securities may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules. |
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| Timing of issue of Shares and quotation of Shares on exercise |
Within five business days after the issue of a valid notice of exercise by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant. |
| Restriction periods and restrictions on transfer of Shares on exercise |
If the invitation provides that any Shares issued upon the valid exercise of a Convertible Security are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. Additionally, Shares issued on exercise of the Convertible Securities are subject to the following restrictions: (a) if the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Convertible Securities may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act; (b) all Shares issued on exercise of the Convertible Securities are subject to restrictions imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available; and (c) all Shares issued on exercise of the Convertible Securities are subject to the terms of the Company’s Securities Trading Policy. |
| Rights attaching to Shares on exercise |
All Shares issued upon exercise of Convertible Securities will rank equally in all respects with the then Shares of the Company. |
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Notice of Annual General Meeting
| Change of control | If a change of control event occurs (being an event which results in any person (either alone or together with associates) owning more than 50% of the Company’s issued capital), the Board may in its discretion determine the manner in which any or all of the holder’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the change of control event. The Board may specify in the Invitation how the Convertible Securities will be treated on a change of control event occurring, or the Board determining that such event is likely to occur, which may vary depending upon circumstances in which the Participant becomes a leaver and preserve some or all of the Board’s discretion under this rule. |
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| Participation in entitlements and bonus issues |
Subject always to the rights under the following two paragraphs, Participants will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues. |
| Adjustment for bonus issue |
If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the Participant is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised. |
| Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| Employee Share Trust |
The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Convertible Securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Convertible Securities. |
| Amendment of Plan | Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants. |
| Plan duration | The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant. |
| Income Tax Assessment Act |
The Plan is a plan to which Subdivision 83A-C of the_Income Tax Assessment_ Act 1997(Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise. |
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Notice of Annual General Meeting
Withholding Notwithstanding any other provision of the Plan, and without limiting the amounts which may be deducted or withheld under applicable laws, if a member of the Company, a trustee or the Plan administrator is obliged, or reasonably believes that it may have an obligation to account for any tax, or any superannuation amounts (or equivalent social security contributions, if applicable) in respect of a Participant ( Withholding Amount ), then the Company, trustee or Plan administrator (as applicable) is entitled to withhold or be reimbursed by the Eligible Participant for the Withholding Amount payable or paid.
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Cavalier Resources Limited | ABN 16 635 842 143
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you
for Securityholder registration.
Your proxy voting instruction must be received by 11.00am (AWST) on Wednesday, 20 November 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
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/#/home Shareholders 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 together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS 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.
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://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or 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.
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BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
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)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Cavalier Resources Limited, to be held at 11.00am (AWST) on Friday, 22 November 2024 at Level 2, 22 Mount Street, 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 1 and 3 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 3 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
| MP Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Ranko Matic 3 Adoption of Employee Incentive Securities Plan 4 Approval of 10% Placement Capacity 5 Renewal of Proportional Takeover Provisions 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. |
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| SA STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible). |
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