AI assistant
ENERGY TRANSITION MINERALS LTD — AGM Information 2021
Apr 22, 2021
64879_rns_2021-04-22_09da88d8-5eb8-4062-9d0f-84733498ff04.pdf
AGM Information
Open in viewerOpens in your device viewer
GREENLAND MINERALS LIMITED ACN 118 463 004
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT
For the Annual General Meeting of Shareholders to be held on 26 May 2021 at 10:30am (WST) at Quest Kings Park, 54 Kings Park Road, Western Australia
Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.
Shareholders are urged to vote by lodging the Proxy Form.
Notice of AGM 2021
TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of Greenland Minerals Limited will be held at:
Quest Kings Park 54 Kings Park Road West Perth Western Australia, 6005
Commencing at 10:30am (WST) on 26 May 2021
How to Vote
You may vote by attending the Meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10:30am (WST). Given the current COVID-19 pandemic, Shareholders are urged to vote by proxy.
Voting by Proxy
To vote by proxy, please complete and sign the Proxy Form as soon as possible and deliver the Proxy Form in accordance with the instructions on the Proxy Form. You may also submit your Proxy Form online in accordance with instructions on the Proxy Form.
Your Proxy Form must be received no later than 48 hours before the commencement of the Meeting.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 2
GREENLAND MINERALS LIMITED ACN 118 463 004
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of Greenland Minerals Limited will be held at Quest Kings Park, 54 Kings Park Road , Western Australia on 26 May 2021 at 10:30am (WST) for the purpose of transacting the following business.
Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.
The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.
AGENDA
GENERAL BUSINESS
ACCOUNTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 31 December 2020 together with the declaration of the Directors, the Directors' Report, the remuneration report and the auditor's report.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass 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 in the Annual Report of the Company for the financial year ended 31 December 2020. "
Voting exclusion :
A vote in respect of the Resolution must not be cast (in any capacity) by or on behalf of any of the following persons (the "voter"):
-
(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, the voter may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either:
-
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
-
(d) the voter is the chair of the meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and
-
(ii) expressly authorises the chair 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.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 3
RESOLUTION 2 – RE-ELECTION OF DIRECTOR – XIAOLEI GUO
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
" That Xiaolei Guo, who retires by rotation in accordance with rule 7.3 of the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a director of the Company. "
RESOLUTION 3 – RATIFICATION OF ISSUE OF PLACEMENT SHARES
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
" That the issue of 125,000,000 Shares to institutional investors on or about 3 December 2020 as a placement under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement. "
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:
-
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
-
(b) the chair of the Meeting 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
-
(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:
-
(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
-
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 4
VOTING AND PROXIES
-
A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
-
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
-
The Chair of the Meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, including Resolution 1. The Proxy Form expressly authorises the Chair of the Meeting to exercise the proxy in relation to Resolution 1 even though this Resolution is connected directly or indirectly with the remuneration of a member of key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the Chair) will not be voted on Resolution 1.
-
In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 24 May 2021 at 5.00pm (WST).
-
If using the Proxy Form, please complete, sigh and return it to the Company's registered office in accordance with the instructions on that form. Voting online is available.
By order of the Board
Miles Guy Company Secretary
Dated:23 April 2021
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 5
GREENLAND MINERALS LIMITED ACN 118 463 004
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.
The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
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 31 December 2020 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
The Company is not required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.ggg.gl.
Shareholders will be offered the following opportunities:
-
(a) discuss the Annual Financial Report for the financial period ended 31 December 2020;
-
(b) ask questions and make comment on the management of the Company; and
-
(c) ask the auditor questions about the conduct of the audit, preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 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 Directors or 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 the financial year ending 31 December 2020.
A reasonable opportunity will be provided for questions about or comments on the Remuneration Report at the Annual General Meeting.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 6
2.2 Voting Consequences
Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "Spill Resolution") that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re-election.
2.3
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 Meeting.
2.4
Proxy restrictions
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on this Resolution (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for this Resolution.
If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chair) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on this Resolution, by signing and returning the proxy form you are giving express authorisation for the Chair to vote the proxy in accordance with the Chair's intention.
Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 31 December 2020. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – XIAOLEI GUO
Rule 7.3 of the Constitution requires that at each annual general meeting, one-third of directors for the time being (rounded down to the nearest whole number) shall retire from office. Additionally, Listing Rule 14.4 provides that a Director must retire from office no later than the longer of the third annual general meeting of the Company or 3 years following that Director's last election or appointment. The retirement rules do not apply to the managing director.
Mr Xiaolei Guo was last re-elected as a Director on 16 May 2018 at the 2018 annual general meeting. Mr Guo retires by rotation in accordance with the Constitution, and being eligible, offers himself for re-election as a Director.
Mr Guo is a non-executive director of the Company. Details of the qualifications and experience of Mr Guo is set out in the Company's 2020 Annual Report.
The Board of the Company, with Mr Guo abstained from voting, recommends the re-election of Mr Guo as a Director.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 7
4. RESOLUTION 3 - RATIFICATION OF ISSUE OF PLACEMENT SHARES
4.1 Background
On 3 December 2020 ("Issue Date"), the Company undertook a placement to institutional investors where Cannacord Genuity (Australia) Limited acted as sole lead manager and bookrunner to raise $30,000,000 by the issue of 125,000,000 Shares at 24 cents per Share ("Placement").
The net funds from the Placement are intended to be used to further develop the Kvanefjeld Project including finalisation of licensing and permitting, conversion of the optimised feasibility study to a definitive feasibility study, advancement of offtake and project funding discussions, expansion of organisational capacity to accelerate pre-development work and for general working capital.
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.
The Placement does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.
To this end, this Resolution seeks Shareholder approval to the Placement under and for the purposes of Listing Rule 7.4.
If this Resolution is passed, the Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.
If this Resolution is not passed, the Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.
4.2 Listing Rule 7.5
For Shareholders to approve the issue of the Placement Shares under and for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5:
- (a) The securities were issued to institutional investors exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act. Cannacord Genuity (Australia) Limited acted as sole lead manager and bookrunner to the Placement. None of the subscribers is a related party of the Company.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 8
-
(b) 125,000,000 Shares were issued.
-
(c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares.
-
(d) The Shares were issued on 3 December 2020.
-
(e) The Shares were issued at 24 cents each.
-
(f) The purpose of the issue was to raise funds to be used as set out in Section 4.1 above.
-
(g) The Shares were issued pursuant to a lead manager placement mandate, the material term of which is Cannacord Genuity (Australia) Limited provides sole lead manager services in respect of the Placement for a fee of 6% of the moneys raised.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 9
GREENLAND MINERALS LIMITED ACN 118 463 004
GLOSSARY
In the Notice and this Explanatory Statement the following expressions have the following meanings:
" ASX " means the ASX Limited (ACN 008 624 691).
" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.
" Board " means the Board of Directors of the Company.
" Chair " or " Chairman " means the chairperson of the Company.
" Company " or " GGG " means Greenland Minerals Limited (ACN 118 463 004).
" Constitution " means the constitution of the Company.
" Corporations Act " means Corporations Act 2001 (Cth).
" Directors " mean the directors of the Company from time to time.
" Explanatory Statement " means this Explanatory Statement.
" Meeting " means the meeting convened by this Notice.
" Notice " means the notice of meeting that accompanies this Explanatory Statement.
" Resolution " means a resolution referred to in the Notice.
" Share " means a fully paid ordinary share in the capital of the Company.
" Shareholder " means a registered holder of Shares in the Company.
" WST " means Western Standard Time, Perth, Western Australia.
" A$ " " AUD " or " $ " means Australian dollars unless otherwise stated.
Greenland Minerals Limited Notice of Annual General Meeting and Explanatory Statement
Page 10
LODGE YOUR PROXY APPOINTMENT ONLINE
==> picture [259 x 56] intentionally omitted <==
ONLINE PROXY APPOINTMENT
www.advancedshare.com.au/investor-login
MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.
2021 ANNUAL GENERAL MEETING PROXY FORM
I/We being shareholder(s) of Greenland Minerals Limited and entitled to attend and vote hereby:
APPOINT A PROXY
==> picture [41 x 32] intentionally omitted <==
The Chair of the PLEASE NOTE: If you leave the section blank, OR Meeting the Chair of the Meeting will be your proxy.
or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting 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 law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Quest Kings Park, 54 Kings Park Road, Western Australia on 26 May 2021 at 10:30am (WST) and at any adjournment or postponement of that Meeting.
Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
VOTING DIRECTIONS
==> picture [541 x 308] intentionally omitted <==
----- Start of picture text -----
Resolutions For Against Abstain
1 Adoption of Remuneration Report ◼ ◼ ◼
2 Re-election of Director – Xiaolei Guo ◼ ◼ ◼
3 Ratification of issue Of Placement Shares ◼ ◼ ◼
If you mark the Abstain box for a particular Resolution, 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, all the shareholder should 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).
Email Address
Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
----- End of picture text -----
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
CHANGE OF ADDRESS
This form shows your address as it appears on 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.
APPOINTMENT OF A PROXY
If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.
CORPORATE REPRESENTATIVES
If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.
SIGNING INSTRUCTIONS ON THE PROXY FORM
Individual:
Where the holding is in one name, the security holder must sign.
Joint Holding:
DEFAULT TO THE CHAIR OF THE MEETING
If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.
VOTING DIRECTIONS – PROXY APPOINTMENT
You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.
Where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:
If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 sign in the appropriate place to indicate the office held.
LODGE YOUR PROXY FORM
PROXY VOTING BY KEY MANAGEMENT PERSONNEL
If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.
PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
- (b) Return both forms together.
COMPLIANCE WITH LISTING RULE 14.11
This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:30am (WST) on 24 May 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.
==> picture [11 x 11] intentionally omitted <==
ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 BY FAX +61 8 6370 4203 BY EMAIL [email protected] IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033
==> picture [11 x 11] intentionally omitted <==
==> picture [11 x 11] intentionally omitted <==
==> picture [11 x 11] intentionally omitted <==
==> picture [11 x 11] intentionally omitted <==
==> picture [11 x 11] intentionally omitted <==
In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.
By lodging your proxy votes, you confirm to the company you a that you are in compliance with Listing Rule 14.11.