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FIRST LITHIUM LIMITED AGM Information 2009

Oct 21, 2009

64921_rns_2009-10-21_aaf6c166-155a-4650-b747-38bf30f0cebb.pdf

AGM Information

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ADVANCED ENGINE COMPONENTS LIMITED

ACN 009 081 770

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS

TIME: 2.00PM DATE: WEDNESDAY, 25 NOVEMBER 2009

PLACE: THE CELTIC CLUB, 48 ORD STREET, WEST PERTH

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional advisers without delay.

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Advanced Engine Components Limited at 14 Energy Street, Malaga WA 6090 or by mail to Advanced Engine Components Limited, PO Box 3126, Malaga WA 6090 or by facsimile on facsimile number (+61 8) 9209 6999.

THIS PAGE IS BLANK INTENTIONALLY

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ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Advanced Engine Components Limited (“ACE” or “the Company”) will be held as specified below:

TIME: 2.00pm DATE: Wednesday, 25 November 2009 PLACE: The Celtic Club, 48 Ord Street, West Perth, Western Australia

This is an important document that should be read in its entirety. If you do not understand it, you should consult with your professional advisers without delay.

If you wish to discuss any aspects of this document with the Company, please contact Mr Antony Middleton, Managing Director, on telephone +61 8 9209 6900.

Terms and abbreviations used in this Notice of Annual General Meeting and the Explanatory Statement are defined in Section 8 of the accompanying Explanatory Statement.

ORDINARY BUSINESS

Financial Reports

To receive and consider the financial report and the Directors’ and auditors’ reports for the year ended 30 June 2009.

RESOLUTION 1: Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report for the year ended 30 June 2009 be adopted.”

Note – the vote on this Resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2: Re-election of Director – Mr Ming Fai (Arnold) Chan

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Ming Fai (Arnold) Chan being a Director of the Company pursuant to Rule 8.1(d) of the Company’s Constitution, and being eligible, is re- elected as a Director of the Company pursuant to Rule 8.1(e)(1) of the Constitution.”

RESOLUTION 3: Re-election of Director – Mr Pun Kin Wa (Albert)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Pun Kin Wa (Albert) being a Director of the Company who retires by rotation pursuant to Rule 8.1(e)(2) of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

NOTICE OF ANNUAL GENERAL MEETING

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SPECIAL BUSINESS

RESOLUTION 4: Issue of New Options to 698 Capital (or nominee)

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That pursuant to Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, that approval be given to issue up to 6,000,000 New Options to 698 Capital (or nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by 698 Capital and its associates (including 698 Capital International).

VOTING EXCLUSION STATEMENTS

Where a voting exclusion applies, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting for further information in relation to the Resolutions.

PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

  • each Shareholder has the right to appoint a proxy;

  • the proxy need not be a Shareholder of the Company; and

  • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the Annual General Meeting as soon as possible and either:

  • send the Proxy Form by facsimile to the Company on +61 8 9209 6999;

  • post the Proxy Form to the Company at PO Box 3126, Malaga WA 6090; or

  • deliver the Proxy Form to the registered office of the Company at 14 Energy Street, Malaga WA 6090.

Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.

DATE FOR DETERMINING SHAREHOLDERS

For the purposes of regulation 7.11.37 of the Corporations Act, the Directors have set 5.00pm (WST) on Monday 23 November 2009 as the time and date to determine who are the registered Shareholders in the Company for the purposes of the Annual General Meeting. Accordingly Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Dated: 29 September 2009.

By order of the Board

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Susan Hunter Company Secretary

NOTICE OF ANNUAL GENERAL MEETING

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EXPLANATORY STATEMENT TO SHAREHOLDERS ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770

This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming Annual General Meeting of the Company. The Directors recommend that you read this Explanatory Statement and attend the Annual General Meeting.

1. ANNUAL FINANCIAL REPORTS

The Corporations Act requires the Company’s financial statements and reports of the Directors and of the auditors for the year ended 30 June 2009 to be laid before the Annual General Meeting. The financial statements and the reports of the Directors and of the auditors are contained in the Company’s 2009 Annual Report, a copy of which accompanies this Notice of Annual General Meeting. The 2009 Annual Report is also available on the Company’s website www.advancedengine.com.

While no resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act. The Remuneration Report which details the Company’s policy on the remuneration of non-executive Directors, executive Directors and senior executives is part of the Directors Report contained in the Company’s 2009 Annual Report distributed to Shareholders with this Notice of Annual General Meeting. The 2009 Annual Report, including the Remuneration Report, is also available on the Company’s website www.advancedengine.com.

The vote on this resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR - MR MING FAI (ARNOLD) CHAN

It is a requirement under Rule 8.1(e)(1) of the Company’s Constitution that any natural person appointed by the Directors under Rule 8.1(d) of the Constitution either as an addition to the existing Directors or to fill a casual vacancy must be re-appointed at the next Annual General Meeting of the Company. Accordingly, Mr. Ming Fai (Arnold) Chan appointed as a Director on 28 May 2009 pursuant to Rule 8.1(d) of the Constitution retires from office, and being eligible, offers himself for re-election as a Director of the Company pursuant to Rule 8.1(e)(1) of the Constitution.

Mr Chan has significant international experience. He is currently the Chief Executive Officer of Full Seas Technology Limited which is a technology provider for an intelligent management system used in the electric power network in some Chinese cities. Prior to that, Mr Chan was the President of Dandelion Capital Group (“Dandelion”) a company focusing on special situation investment opportunities in China. Mr Chan has over twenty years experience in investment advisory and asset management. He established Dandelion in 2006 and co-founded the KGI Group, a pan–Asian investment bank, in 1997. He also worked with HSBC and Jardine Fleming, based in Hong Kong, with responsibilities throughout Asia. Mr Chan is an independent non-executive Director of China LotSynergy Holdings Limited, a company listed on the Hong Kong Stock Exchange. Mr Chan has a Bachelor of Social Sciences degree from the University of Hong Kong with a major in Economics.

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EXPLANATORY STATEMENT

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4. RESOLUTION 3: RE-ELECTION OF DIRECTOR - MR PUN KIN WA (ALBERT)

It is a requirement under Rule 8.1(e)(2) of the Company’s Constitution that one third of all directors, other than the Managing Director, retire at each annual general meeting. Accordingly, Mr Pun Kin Wa (Albert) retires from office, and being eligible, offers himself for re-election as a Director of the Company.

Mr Pun has significant international investment experience. Mr Pun is the Managing Director and founder of Cherry Capital Management Limited (“Cherry”), a Hong Kong based financial advisory company, providing strategic and financial advice to its clients. He is currently appointed as the Chief Advisor of KGI Asia Limited, a Hong Kong based regional investment bank. Prior to joining Cherry, Mr Pun was the Chief Financial Officer and a member of the board of Directors of KG Investment Holdings Limited, a regional financial services group in Hong Kong. Both KGI Asia Limited and KG Investment Holdings Limited are part of the Koos Group which is one of the largest business groups in Taiwan. Mr Pun also previously worked at Morgan Stanley Asia Limited as Vice President. Mr Pun has a Master of Sciences and Bachelor of Social Sciences degree from the University of Hong Kong.

5. RESOLUTION 4: ISSUE OF NEW OPTIONS TO 698 CAPITAL (OR NOMINEE)

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 and section 208 of the Corporations Act to issue up to 6,000,000 New Options to 698 Capital (or nominee) .

During the 2009 financial year, 698 Capital has provided a financing facility of $2,330,000 to the Company to support known and future sales growth. In June 2009, the facility was extended by an additional $670,000. In connection with the extension of the facility the Company agreed, subject to Shareholder approval, to issue up to 6,000,000 New Options to 698 Capital (or nominee). If Shareholders approve the issue of the New Options, 698 Capital will reduce the interest rate on the extended facility by 0.75% retrospectively to 11.68% per annum to match the interest rate on the balance of the facility.

The New Options will be allocated (but not issued until Shareholder approval) in monthly instalments of 1,000,000 New Options up to a maximum of 6,000,000 New Options. In the event the Company makes a prepayment of the facility, the number of New Options to be issued will be reduced accordingly.

The New Options will be exercisable on or before 30 November 2011. The exercise price of each tranche of 1,000,000 New Options is determined upon allocation based on the previous calendar month’s VWAP of ACE Shares traded on ASX. As such, the exercise price of the New Options is tied to the Company’s market price and not at a discount to market price. Further the New Options will be unlisted and therefore for 698 Capital to realise its investment it must exercise the New Options to obtain tradeable shares. In doing so, ACE will benefit from the exercise monies. The New Options have the same terms (expiry date and VWAP exercise price) as the Loan Options previously approved by Shareholders at the General Meeting held on 3 July 2009.

  • At the date of this Explanatory Statement the following tranches have been allocated, but not issued: • 1,000,000 exercisable at 3.7 cents on or before 30 November 2011. • 1,000,000 exercisable at 3.6 cents on or before 30 November 2011.

Listing Rule 10.11 provides that a company must not issue equity securities to a Related Party without the approval of shareholders. Pursuant to Listing Rule 7.2 exception 14, where approval under Listing Rule 10.11 is obtained, approval is not required under Listing Rule 7.1 and the issue of securities will not be included in the Company’s 15% limit.

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless the company obtains the prior approval of Shareholders in general meeting or an exception applies. A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

EXPLANATORY STATEMENT

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The following information is provided in accordance with Listing Rule 10.13 and section 219 of the Corporations Act to help shareholders assess the merits of this Resolution:

Maximum Number : 6,000,000 New Options.

Issue Price : The New Options will be granted for nil consideration.

Allottee : 698 Capital.

Related Party/Relationship : Mr Albert Pun, a Director of the Company, is a director of 698 Capital, the major shareholder of the Company. For the purposes of this Resolution, 698 Capital is deemed to be a Related Party of the Company.

Terms : The New Options will be unlisted and exercisable on or before 30 November 2011. The exercise price of each tranche of 1,000,000 New Options is determined upon allocation based on the previous calendar month’s VWAP of ACE Shares traded on ASX. Full terms and conditions are set out in Annexure A to this Explanatory Statement.

Allotment Date/Date of Issue : It is likely that the allotment will occur on two dates, 5,000,000 New Options shortly after the Annual General Meeting and the final tranche prior to Christmas, being no later than 1 month after the Annual General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Intended Use of Funds : No funds will be raised through the issue of the New Options. Any funds raised from the exercise of the New Options will be used as working capital for the Company.

Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of Annual General Meeting.

Nature of the Financial Benefit : The issue of up to 6,000,000 New Options.

Value of the Financial Benefit : The New Options proposed to be issued pursuant to this Resolution are being issued for nil consideration. The quantum of the benefit attributable to the New Options is dependent, in part, on the price at which the underlying Shares can be traded on ASX. The indicative value of the New Options has been determined under a theoretical pricing model in Section 5.1 below to be 1.78 cents per New Option for a total indicative value of approximately $106,800. The New Options will only have value if on the date that the New Options are exercised, the market price of the Shares exceeds the exercise price of the New Options. In these circumstances, the holder of the New Options will obtain a financial benefit equivalent to the difference between the market price and exercise price at that time.

Existing Interest in Securities : 698 Capital is the major shareholder of the Company with 64,423,731 Shares and the following options:

  • 4,258,153 unquoted options exercisable at 12.8 cents on or before 30 November 2009.

  • 5,000,000 unquoted options exercisable at 20 cents on or before 31 December 2010.

  • 375,000 unquoted options exercisable at 4.7 cents on or before 30 November 2011.

  • 375,000 unquoted options exercisable at 4.4 cents on or before 30 November 2011.

  • 375,000 unquoted options exercisable at 4.3 cents on or before 30 November 2011.

  • 375,000 unquoted options exercisable at 3.7 cents on or before 30 November 2011.

  • 375,000 unquoted options exercisable at 3.6 cents on or before 30 November 2011.

  • 698 Capital also holds 3,000,000 convertible notes in the Company convertible into Shares at $0.40 per Share at any time on or before 31 December 2009. The notes are secured by a fixed and floating charge over all present and future assets and undertakings of the Company. Interest is paid annually in arrears at a rate of 7.57%.

Dilution Effect : The initial issue of the 6,000,000 New Options will have no dilution effect. However, upon the exercise of the New Options, the effect would be to dilute existing shareholders interests by approximately 3.9% based on the issued shares at the date of this Explanatory Statement and assuming no other securities are issued by the Company prior to the exercise of the New Options.

Other Interests : 698 Capital has an outstanding loan of $750,000 to the Company on which interest of 9% per annum is payable quarterly in arrears. In addition, 698 Capital has provided a financing facility of $3,000,000 to the Company which is fully drawndown on which interest of 11.68% per annum is payable quarterly in arrears.

EXPLANATORY STATEMENT

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Directors Recommendations and Interests in Outcome of the Resolution : Albert Pun declines to make a recommendation to Shareholders in relation to the issue of the New Options as he has an interest in the outcome of this Resolution as he is a director of 698 Capital. Each of the other Directors of the Company, who have no material interest in the outcome of the Resolution, consider that the proposed issue of New Options in connection with the extended financing facility provided by 698 Capital to the Company is reasonable and recommend that Shareholders vote in favour of this Resolution.

5.1 Indicative Value of New Options

In accordance with a policy requirement of ASIC, the New Options have been valued using the Black & Scholes pricing model based on the following key inputs and assumptions:

  • assumed average exercise price of 3.8 cents for the purposes of this indicative valuation as the actual exercise prices will vary for each tranche of 1,000,000 New Options issued based on the previous calendar month’s VWAP of ACE Shares traded on ASX;

  • expiry date of 30 November 2011;

  • valuation date of 16 September 2009;

  • grant date of 30 November 2009;

  • market price of 3.9 cents;

  • risk free interest rate of 4.13% (based on yield of 2-year Australian Government debt securities); and

  • volatility factor of 74.8% (based on the volatility of the Company’s share price for the last 12 months).

The above parameters result in a derived value of approximately 1.78 cents per New Option. It should be noted that the theoretical assumptions of the Black & Scholes model may result in a potentially misleading valuation of the New Options and the value ascribed to the New Options may not necessarily represent the market price of the New Options at the date of the valuation.

6. SHARE PRICE HISTORY

The highest and lowest closing market sale prices of Shares on ASX in the last 12 months prior to the date of this Explanatory Statement were:

Price Date
High 13.0 cents 31 October 2008
Low 3.1 cents 7 July 2009
Last Sale 5.8 cents 28 September 2009

7. ASX AND ASIC

The fact that the Notice of Annual General Meeting and Explanatory Statement have been reviewed by ASX and ASIC is not to be taken as an indication of the merits of the Resolutions. ASX and ASIC and their officers take no responsibility for any decision a Shareholder may make in reliance on any of the documentation.

8. DEFINITIONS

In this Explanatory Statement:

ACE means Advanced Engine Components Limited, ACN 009 081 770.

Annual General Meeting means the meeting of the Shareholders convened for the purposes (including others) of considering the Resolutions contained in the Notice of Annual General Meeting. ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited, ABN 98 008 624 691.

Board means the Board of Directors of the Company.

Company means Advanced Engine Components Limited, ACN 009 081 770.

Constitution means the constitution of Advanced Engine Components Limited, ACN 009 081 770.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Annual General Meeting.

EXPLANATORY STATEMENT

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Listing Rules means the Listing Rules of the ASX.

Notice of Annual General Meeting means the notice convening the Annual General Meeting accompanying this Explanatory Statement.

New Options means the maximum 6,000,000 options to subscribe for Shares to be issued to 698 Capital pursuant to Resolution 4.

Proxy Form means the form of proxy accompanying the Notice of Annual General Meeting.

Related Party means a party so defined by section 228 of the Corporations Act.

Resolution means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a person entered in the Company’s register as a holder of a Share.

VWAP means volume weighted average price of ACE Shares traded on ASX.

698 Capital means 698 Capital International Ltd and 698 Capital Asia Pacific Ltd which are related entities incorporated in the British Virgin Islands.

EXPLANATORY STATEMENT

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ANNEXURE A

TERMS OF THE NEW OPTIONS (RESOLUTION 4)

  • (a) The New Options will not be quoted on the ASX.

  • (b) The exercise price of each tranche of 1,000,000 New Options will be determined each month upon issue based on the previous calendar month’s VWAP of ACE Shares traded on ASX (“the Exercise Price”).

  • (c) Each New Option will automatically lapse if not exercised on or before 30 November 2011.

  • (d) Each New Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the New Option and payment to the Company of the Exercise Price.

  • (e) A New Option may be exercised by the optionholder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the New Option, to the Company. The New Options may be exercised in whole or in part.

  • (f) Shares allotted pursuant to the exercise of the New Options will rank equally with the then issued Shares of the Company. The Company undertakes to apply for official quotation by the ASX of all Shares allotted pursuant to the exercise of any New Options.

  • (g) The optionholder is not entitled to participate in new issues of securities offered to shareholders without exercising the New Options before the relevant record date for that new issue.

  • (h) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any New Options, all rights of the optionholder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

  • (i) The New Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which they can be exercised, other than under paragraph (h) above.

  • (j) The New Options are not transferable without the prior written consent of the Company (which consent shall not be unreasonably withheld).

EXPLANATORY STATEMENT

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ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770 2009 ANNUAL GENERAL MEETING FORM OF PROXY

I/We (print name) ……………………………………………………………………….………..…………………….. of

..………………………………………………………………………………………….……..……………………….….

a member/members of Advanced Engine Components Limited (ACN 009 081 770) hereby appoint

…………………………………………………………………………………………….………………………………... of

…………………………………………………………………………………….…………………………………….…..

or failing him/her …………………………………………………………………….……..……………………………..

of ……………………………………………………………………………………………………………………………

or failing him/her, the Chairman of the meeting, as my/our proxy at the General Meeting of the Company to be held commencing at 2.00pm on Wednesday, 25 November 2009 , and at any adjournment thereof and to vote for me/us on my/our behalf in respect of all/the following* (refer instructions over page)

……………………………………………………………………………………………………….

of my/our Shares in the manner as set out below.

In relation to any undirected proxies the Chairman intends to vote in favour of all Resolutions.

If you do not wish to instruct your proxy how to vote, please place a cross in the box.

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By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

For Against Abstain
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Director – Mr Ming Fai (Arnold) Chan
Resolution 3 Re-election of Director – Mr Pun Kin Wa (Albert)
Resolution 4 Issue of New Options to 698 Capital

Dated this ……… day of ………………………… 2009.

PLEASE SIGN HERE

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director and Director Director/ Sole Company Secretary Company Secretary

PROXY FORM

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INSTRUCTIONS FOR COMPLETING THE FORM OF PROXY

  1. To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Annual General Meeting as soon as possible and either:

  2. send the Proxy Form by facsimile to the Company on +61 8 9209 6999;

  3. post the Proxy Form to the Company at PO Box 3126, Malaga WA 6090; or

  4. deliver the Proxy Form to the registered office of the Company at 14 Energy Street, Malaga WA 6090.

    1. Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.
  5. A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights.

  6. *If two proxies are appointed you may delete “all” and insert the relevant number or proportion of Shares in respect of which each such appointment is made. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

  7. Should you desire to direct your proxy how to vote, place a cross in the appropriate box for each item, otherwise your proxy may vote as your proxy thinks fit or abstain from voting.

  8. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

  9. Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provision of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

  10. 2 directors of the company;

  11. a director and a company secretary of the company; or

  12. for a proprietary company that has a sole director who is also the sole company secretary – that director.

  13. Completion of a Proxy Form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the meeting in person, the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.

  14. Where a Proxy Form or form of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged with this proxy.

PROXY FORM

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