GLOBE METALS & MINING LIMITED — AGM Information 2020

Oct 20, 2020

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GLOBE METALS & MINING LIMITED ACN 114 400 609

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11:00am (WST) DATE : Wednesday, 25 November 2020 PLACE: Unit 1, 26 Elliott Street, Midvale, WA, 6056

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional adviser(s) prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6118 7240.

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CONTENTS

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	10
Corporate Representative Form	11
Proxy Form	attached

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 11:00am (WST) on Wednesday, 25 November 2020 at Unit 1, 26 Elliott Street, Midvale, WA, 6056.

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders by 11:00am (WST) on Monday, 23 November 2020.

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X (3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholder and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies, which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the Chair at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and

• the appointed proxy is not the Chair; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• ➢ the proxy is not recorded as attending the meeting; and

• ➢ the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Corporate representatives

If a representative of a corporate shareholder or a corporate proxyholder will be attending the Meeting, the representative will need to lodge an original (or certified copy certified by a notary) of the instrument under which he/she has been appointed at the Registered Office of the Company at Unit 1, 26 Elliott Street, Midvale, Western Australia, 6056 at least 48 hours prior to the time of holding of the Meeting.

To be valid an instrument of appointment under which a representative has been appointed as proxy must be to the satisfaction of the Directors.

A proxy must be signed, if the member is a corporation, under its common seal or under the hand of an authorised officer or attorney.

Other Information

Resolutions are not interdependent

The resolutions in this Notice of Meeting are not inter-dependent. This means that a resolution may be passed by Shareholders notwithstanding that one or more of the other resolutions are not passed by Shareholders.

Chairperson of the Meeting

It is proposed that the Chairperson of the Meeting for each of the Resolutions be Mr Alistair Stephens. It is the Chairperson’s intention to vote undirected proxies (i.e. open proxies) which the Chairperson holds as proxy in favour of all resolutions.

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BUSINESS OF THE MEETING

Notice is hereby given that the Meeting of Shareholders will be held at 11:00am (WST) on Wednesday, 25 November 2020 at Unit 1, 26 Elliott Street, Midvale, WA, 6056.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and the Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. ANNUAL REPORT

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2020 ( 2020 Annual Report ), which includes the Directors’ Report, the Remuneration Report, Financial Statements, Notes to the Financial Statements and the independent Auditor’s Report.

Short Explanation : There is no requirement for Shareholders to approve the 2020 Annual Report. The tabling of the 2020 Annual Report provides an opportunity for Shareholders to ask questions related to the 2020 Annual Report or make comment.

2. 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 ordinary resolution :

• “That, for the purpose 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 2020 Annual Report.”

Short Explanation : The Meeting of a listed company must propose that the Remuneration Report be adopted by Shareholders.

Note : This resolution is advisory only and does not bind the Company or its Directors. The Directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies.

Voting Exclusion Statement : the Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any member of the Company’s KMP whose remuneration is disclosed in the Remuneration Report for the year ended 30 June 2020; and

• (b) any closely related parties of those KMP,

However, the Company will not disregard a vote cast by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution and that vote has been cast as directed on the proxy form; or

• (b) by the Chair of the meeting as proxy for a person entitled to vote pursuant to an express authorisation in the proxy form to exercise the proxy as the Chair sees fit, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Recommendation: The directors recommend you vote in favour of this resolution.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS ALICE WONG

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, Ms Alice Wong, being a Director of the Company, retires by rotation in accordance with the Constitution of the Company, and being eligible for reelection, be hereby re-elected as a Director of the Company.”

Short Explanation : Pursuant to Rule 11.3 of the Constitution, if the Company has 3 or more Directors, one third of the Directors (rounded to the nearest whole number) must retire at each annual general meeting. A director who retires in accordance with Rule 11.3 of the Constitution is eligible for re-election at the annual general meeting.

Voting Exclusion : Nil

Recommendation: The Directors (Ms Wong abstaining) recommend you vote in favour of this resolution.

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR ALEX KO

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, Mr Alex Ko, being a Director of the Company, retires by rotation in accordance with the Constitution of the Company, and being eligible for reelection, be hereby re-elected as a Director of the Company.”

Short Explanation : Pursuant to Rule 11.3 of the Constitution, if the Company has 3 or more Directors, one third of the Directors (rounded to the nearest whole number) must retire at each annual general meeting. A director who retires in accordance with Rule 11.3 of the Constitution is eligible for re-election at the annual general meeting.

Voting Exclusion : Nil

Recommendation: The Directors (Mr Ko abstaining) recommend you vote in favour of this resolution.

Dated: 20 October 2020 By order of the Board of Directors

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Mr Michael Fry Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

The Explanatory Statement should be read in conjunction with the Notice of Meeting.

Shareholders should read the Notice of Meeting and this Explanatory Statement carefully before deciding how to vote on the resolutions.

ANNUAL REPORT

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the 2020 Annual Report of the Company.

The Company will not provide a hard copy of the Company’s 2020 Annual Report to Shareholders unless specifically requested to do so. The Company’s 2020 Annual Report is available at www.globemm.com.

There is no requirement for Shareholders to approve the 2020 Annual Report.

Shareholders will be offered the following opportunities:

• (i) to discuss the 2020 Annual Report.

• (ii) to ask questions or make comment on the management of the Company.

• (iii) to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

• (i) the preparation and content of the auditor’s report;

• (ii) the conduct of the audit;

• (iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (iv) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

The Corporations Act 2001 (Cth) (Corporations Act) requires listed companies to provide information regarding the remuneration of Directors and other key management personnel in a Remuneration Report, which forms part of its annual Directors’ Report. The Company’s Remuneration Report for the year ended 30 June 2020 is set out in the 2020 Annual Report and is also available on the Company’s website at www.globemm.com.

The Remuneration Report includes an explanation of the Company’s remuneration policy and sets out the remuneration arrangements in place for Directors and other key management personnel.

In addition, the Corporations Act requires that at a company’s annual general meeting, a non-binding resolution that the remuneration report be adopted must be put to the

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

1.2 Voting consequences

Whilst the vote is advisory only, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, 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.

If more than 50% of votes cast are in favour of that resolution, the company must convene a shareholder meeting within 90 days of the second annual general meeting (“Spill Meeting”).

If a Spill Meeting resolution is passed, all of the directors of the company in office, excluding the Company’s Managing Director, and who remain in office at the time of the Spill Meeting, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill 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.

1.3 Previous results

A Spill Meeting was held on 30 January 2020 at which all directors were returned. As such a Spill Meeting resolution is not required under any circumstances to be put at the Meeting.

1.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

1.5 Board recommendation

The Remuneration Report forms part of the Directors’ Report, made in accordance with a unanimous resolution of the Directors. The Board recommends that Shareholders vote in favour of Resolution 1 .

1.6 Voting intention

The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

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2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS ALICE WONG

2.1 Background

Clause 11.3 of the Company’s constitution requires that one third of the Directors (rounded to the nearest whole number), to retire by rotation, other than a Managing Director, at each annual general meeting of the Company.

Listing Rule 14.4 prevents a Director from holding office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is the longer. In addition, Listing Rule 14.5 provides that a company that has directors must hold an election of directors each year.

Ms Wong retires at the Meeting in accordance with the Company’s Constitution and Listing Rule 14.5 and, being eligible, has offered herself for re-election at the Meeting.

2.2 Qualifications and other material directorships

Ms Wong commenced her career with Price Waterhouse as an auditor for leading international companies. Ms Wong subsequently worked in the investment banking industry in Hong Kong where her career spanned across BNP Paribas Peregrine, ABN AMRO Rothschild, and Morgan Stanley. In her investment banking career Ms Wong engaged in equity capital markets including IPOs, share placements, rights issues, and bond issues for a vast range of clients.

Ms Wong holds a Bachelor of Business Administration in Accounting and Finance from the University of Hong Kong and is a member of the American Institute of Certified Public Accountants (AICPA).

2.3 Independence

Ms Wong is not independent due to the fact that Ms Wong is the sole shareholder and director of Apollo Metals Investment Co. Ltd which holds 245,983,611 shares in the Company, representing an ownership interest in the Company of 52.80%.

2.4 Board recommendation

The Board (Ms Wong abstaining) has considered Ms Wong’s candidacy in respect of her individual merits and contribution to the Board’s composition and supports the re-election of Ms Wong due to her in-depth knowledge and understanding of the Company’s Kanyika Noibium Project, her financial markets expertise, her bringing balance to the Board in terms of gender diversity, and for the fact that as sole director and secretary of Globe’s controlling shareholder her interests and those of Globe’s are aligned in terms of achieving value and shareholder return, and recommends that Shareholders vote in favour of Resolution 2 .

2.5 Voting intention

The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

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3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR - MR ALEX KO

3.1 Background

Clause 11.3 of the Company’s constitution requires that one third of the Directors (rounded to the nearest whole number), to retire by rotation, other than a Managing Director, at each annual general meeting of the Company.

Listing Rule 14.4 prevents a Director from holding office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is the longer. In addition, Listing Rule 14.5 provides that a company that has directors must hold an election of directors each year.

Mr Ko retires at the Meeting in accordance with the Company’s constitution and Listing Rule 14.5 and, being eligible, has offered himself for re-election at the Meeting.

3.2 Qualifications and other material directorships

Mr Ko has over 30 years’ experience in finance and investment banking. He has been a pioneer in the listing of Chinese equity offers through the Hong Kong exchange including many high-profile government and private Chinese companies. He has held many independent non-executive director roles with Hong Kong listed companies in the transportation, electronics and environmental protection industries. He has strengths in finance and corporate governance.

Mr Ko is currently an independent non-executive director of Hong Kong listed company Minshang Creative Technology Holdings Limited (HKG: 1632).

3.3 Independence

Mr Ko has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the board considers Mr Ko will be an independent director.

3.4 Board recommendation

The Board (Mr Ko abstaining) has considered Mr Ko’s candidacy in respect of his individual merits and contribution to the Board’s composition and supports the re-election of Mr Ko on account of his financial markets expertise and network and recommends that Shareholders vote in favour of Resolution 3 .

3.5 Voting intention

The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

4. GENERAL INFORMATION

Shareholders who require further information regarding the Meeting should contact the Company Secretary prior to the Meeting on +61 8 6118 7240 during normal business hours in Western Australia.

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GLOSSARY

$ means Australian dollars

2020 Annual Report means the annual report of the Company and its controlled entities for the year ended 30 June 2020, including the Directors’ Report, the Remuneration Report, Financial Statements, Notes to the Financial Statements and the independent Auditor’s Report.

AGM or Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the key Management Personnel means:

• (a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Globe Metals & Mining Limited ACN 114 400 609.

Constitution means the Company’s Constitution, as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a current director of the Company.

Equity Securities has the meaning given to that phrase in Chapter 19 of the Listing Rules.

Explanatory Memorandum means this Explanatory Memorandum accompanying the Notice of Meeting.

KMP means the key management personnel of the Company and has the has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules published by the ASX.

Meeting or Annual General Meeting means the Annual General Meeting of the Shareholders convened for the purposes of considering the Resolutions contained in the Notice of Meeting (and any adjournment of the meeting).

Notice of Meeting means the notice convening the Meeting which accompanies the Explanatory Memorandum and Proxy Form.

Option means an option to subscribe for a Share.

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

Remuneration Report means the remuneration report contained in the Director’s statement in the Company’s 2020 Annual Report.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a person recorded in the Company’s register as a holder of a Share or Shares.

Shareholder Approval means, the approval sought in respect of the Resolutions, as set out in the Notice of Meeting.

Trading Day has the meaning given in Chapter 19 of the Listing Rules.

WST means Western Standard Time as observed in Perth, Western Australia.

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CORPORATE REPRESENTATIVE FORM

Shareholder Details

This is to certify that by a resolution of the Directors of:

……………………………………………………….…….….……….. ( Company ),

Insert name of shareholder company

the Company has appointed:

……..……………………………………………………………………

Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001 , to act as the body corporate representative of that company at the meeting of the members of GLOBE METALS & MINING LIMITED to be held on 25 November 2020 and at any adjournment/s of that meeting.

DATED ………………………………………………………. 2020

Please sign here

Please sign here
Executed by the Company in accordance with its constituent documents	) ) )
.....................................................….…… Signed by authorised representative ........................................................…… Name of authorised representative (print) .....................................................……… Position of authorised representative (print)		.....................................................….………… Signed by authorised representative ........................................................…… Name of authorised representative (print) .....................................................……… Position of authorised representative (print)

Instructions for Completion

• (1) Insert name of appointer Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).

• (2) Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• (3) Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

• (4) Insert the date of execution where indicated.

Send or deliver the Certificate to the registered office of Globe Metals & Mining Limited at Unit 1, 26 Elliott Street, Midvale, Western Australia, 6056 or by post, PO Box 1811, West Perth WA 6872 or sent by facsimile to the registered office on 08 6323 0418.

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