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OLDFIELDS HOLDINGS LIMITED AGM Information 2020

Dec 28, 2020

65490_rns_2020-12-28_20f7210d-1e06-460a-b5ed-aa8e018557bc.pdf

AGM Information

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OLDFIELDS HOLDINGS LIMITED ABN 92 000 307 988

NOTICE OF ANNUAL GENERAL MEETING

DATE AND TIME OF MEETING

THURSDAY 28[TH ] JANUARY 2021 2.00PM (Sydney time) Virtual Meeting

CONTENTS

Section 1 Notice of Annual General Meeting Section 2 Explanatory Memorandum Section 3 Glossary

Section 4 Meeting Information

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND SHOULD BE CAREFULLY READ. IF YOU ARE IN DOUBT AS TO THE ACTION YOU SHOULD TAKE IN RELATION TO THIS DOCUMENT OR THERE IS ANY MATTER YOU DO NOT UNDERSTAND YOU SHOULD CONTACT YOUR PROFESSIONAL ADVISER FOR ADVICE.

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SECTION 1 OLDFIELDS HOLDINGS LIMITED

ABN 92 000 307 988

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that this year's Annual General Meeting (“ AGM ”) of the Shareholders of Oldfields Holdings Limited (" Company ") will be held on Thursday 28th January 2021 at 2.00pm (Sydney time).

Due to the continuing developments in relation to the COVID-19 situation and public health concerns, this year the AGM will be held as a virtual meeting. Shareholders and proxyholders are advised that attendance in person at the AGM is not possible as there will not be a physical meeting.

Shareholders and proxyholders will have a number of options available to them to participate in the AGM, including the ability to ask questions online in the lead up to the meeting. Please refer to the Meeting Information section of this Notice of Meeting for further details.

The Explanatory Memorandum which accompanies and forms part of this Notice describes in more detail the matters to be considered in addition to ordinary and special business.

Agenda

Receipt of Annual Report Financial Statements, Directors’ and Audit Reports

(This item of business is for discussion only and is not for resolution)

" To receive and consider the Annual Report and Financial Statements of the Company and the Economic Entity together with the Director's Report and Audit Report and Remuneration Report for the year ending 30 June 2020”

Resolution 1 Re- Election of Mr David John Baird as a Director

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

" That Mr David John Baird, who retires by rotation in accordance with the Company's Constitution, and being eligible offers himself for re-election as a Director, be re-elected as a Director ."

Resolution 2 Remuneration Report

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

" That the Remuneration Report be adopted ."

Resolution 3 Resignation of BDO East Coast Partnership as Auditors and Appointment of BDO Audit Pty Ltd as Auditors

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

" To accept the resignation of BDO East Partnership as Auditors of the Company and to approve the appointment of BDO Audit Pty Ltd as the Company’s auditors from 22 May 2020 ."

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Other Business

To transact any other business which may be lawfully brought forward at the Meeting.

BY ORDER OF THE BOARD

Alan Lee Company Secretary 24 December 2020

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DETERMINATION OF SHAREHOLDERS' RIGHT TO VOTE

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the voting entitlements for the purposes of the Meeting will be based on the registered holdings as at 7.00pm (Sydney Time) on Tuesday 26[th] January 2021. Accordingly, those persons will be entitled to attend and vote at the Meeting.

HOW TO VOTE

You may vote by attending the Meeting virtually, by proxy, attorney or authorised representative.

PROXY FORM

A proxy form is enclosed with the Notice. If an additional proxy form is required, the Company's Share Registry will supply it on request.

PROXIES

  1. Each Shareholder has a right to appoint a proxy.

  2. 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. If no proportion or number is specified, then each proxy may exercise one-half of the votes. Fractions of votes will be disregarded.

  3. A proxy need not be a Shareholder of the Company.

  4. To be effective, the Company must receive the completed proxy form and, if the form is signed by the Shareholder's attorney, the authority under which the proxy form is signed (or a certified copy of such) by no later than 2.00pm (Sydney Time) on Tuesday 26th January 2021.

  5. (1) by mail to its share registry, Boardroom Pty Limited, GPO Box 3993 Sydney NSW 2000; or

  6. (2) by facsimile to its share registry on fax number 61 2 9290 9655.

  7. Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.

  8. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item of business, the proxy may vote as he or she thinks fit.

  9. The Chair intends to vote any undirected proxies in favour of all the resolutions.

OTHER

Words that are defined in the Explanatory Memorandum and Glossary have the same meaning when used in this Notice unless the context requires, or the definitions in the Glossary provide, otherwise.

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SECTION 2

OLDFIELDS HOLDINGS LIMITED ABN 92 000 307 988

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist Shareholders in considering the resolutions set out in the Notice. It is part of, and should be read in conjunction with the Notice.

Resolution 1 Re- Election of Mr David John Baird as a Director

Under Article 6.1(f) of the Constitution one-third of the Directors (rounded down to the nearest whole number, if necessary) must retire from office at every annual general meeting, excluding the Managing Director and any Director retiring under Article 6.1(e).

Under Article 6.1(i) of the Constitution, a retiring Director is eligible for re-election without having to give any prior notice of an intention to submit for re-election and holds office as a Director until the end of the meeting at which the Director retires.

As a current Director, Mr David John Baird has made and continues to make a significant contribution to the Company. He is eligible for re-election. The Board recommends that the Shareholders resolve to re-elect Mr David John Baird as a Director.

The Directors, with Mr David John Baird abstaining, unanimously recommend Shareholders vote in favour of Resolution 1

Resolution 2 Remuneration Report

The Remuneration Report contains matters set out in section 300A of the Corporations Act, 2001 (“ Act ”) and is contained within the Company’s Annual Report under a separate heading and includes, amongst other things, the Board’s policies for determining the remuneration of the Company’s key management staff.

Section 250SA of the Act provides that members are to be allowed reasonable opportunity to ask questions or make comments about the remuneration report. Section 250R(2) of the Act provides that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the vote. Section 250R(3) of the Act provides that the vote on the resolution is advisory only and does not bind the directors or the Company.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution.

Resolution 3 Resignation of BDO East Coast Partnership as Auditors and Appointment of BDO Audit Pty Ltd as Auditors

Due to the national integration of BDO which include transitioning their audit engagements from BDO East Coast Partnership to BDO Audit Pty Ltd. This change has no impact on their responsibility as auditor. The only noticeable change will be that correspondence related to the audit will be signed by the BDO partner as a Director of BDO Audit Pty Ltd.

Due to the logistics of this change it had not been possible to have the documentation completed to enable the change to occur at the Annual General Meeting prior to the change. The change was therefore be actioned by ASIC as an auditor change, not at an AGM.

The Directors approved the change on 22 May 2020 and unanimously recommend Shareholders vote in favour of Resolution 3

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SECTION 3

OLDFIELDS HOLDINGS LIMITED ABN 92 000 307 988

GLOSSARY

Annual Financial Statements Means the financial statements, Directors Report and Auditors Report for the Company for the year ended 30 June 2020 Annual Reports Means the Company’s annual report for the year ended 30 June 2020 ASX Means ASX Limited (ABN 98 008 624 691), or as the context requires, the financial market operated by it ASX Listing Rules Means the Listing Rules of ASX Board Means the Board of Directors of the Company Company or Oldfields Means Oldfields Holdings Limited (ABN 92 000 307 988) Constitution Means the Company’s constitution Corporations Act Means the Corporations Act 2001 Director Means a Director of the Company Equity Securities Has the same meaning as in the ASX Listing Rules Explanatory Memorandum Means the Explanatory Memorandum attached to the Notice of Meeting Economic Entity Means the Oldfields group of companies as described in the Company’s Annual Report Key Management Personnel Has the same meaning as in Australian accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any Directors General Meeting & Meeting Means the Annual General Meeting of the members of the Company convened by this Notice Non- Executive Director Means a non-executive Director of Oldfields Holdings Limited Notice or Notice of Meeting Means the Notice of Meeting and the Explanatory Memorandum Registered Shareholders Means those persons who are registered holders of Shares as at the applicable date Remuneration Report Means the remuneration report forming part of the Directors Report in the Company’s 2019/20 Financial Report Share Means a fully paid ordinary share in the capital of the Company Shareholder Means a person, corporation or body holding a share on the Oldfields Holdings Limited Trading Day Has the meaning given to that term in the ASX Listing Rules

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SECTION 4

OLDFIELDS HOLDINGS LIMITED ABN 92 000 307 988

MEETING INFORMATION

Online Voting Procedures during the AGM:

Shareholders who wish to participate in the AGM online may do so:

  • a. From their computer, by entering the URL into their browser:

https://web.lumiagm.com/364595781

  • b. From their mobile device by either entering the URL in their browser: https://web.lumiagm.com/364595781 or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.

If you choose to participate in the AGM online or through the app, you can log in to the meeting by entering:

  1. Your username, which is your Voting Access Code (VAC), which can be located on the first page of your proxy form or Notice of Meeting email.

  2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.

  3. If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760

Attending the meeting online enables shareholders to view the AGM live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

More information regarding participating in the AGM online can be found by visiting - https://oldfields.com.au/investor centre/ or at the end of this Notice of Meeting

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Virtual Meeting User Guide

Getting Started

In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “ Lumi AGM ”.

Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com .

To log in to the portal, you will need the following information:

Meeting ID: 364-595-781

Australian Username - Voting Access Code (VAC) and Password (postcode of your registered Residents address) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email.

Overseas Username - Voting Access Code (VAC) and Password (three character country code e.g. Residents New Zealand – NZL. A full list of country codes can be found at the end of this guide.) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email. A full list of country codes can be found at the end of this guide.

Appointed To receive your Username and Password, please contact our share registry, Boardroom Pty

Proxy Ltd on 1300 737 760 or +61 2 9290 9600 between 8:30am to 5:30pm (Sydney time) Monday to Friday the day before the meeting.

To join the meeting, you will be required to enter the above unique 9 digit meeting ID and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.

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If you are a Shareholder , select 'I have a login' and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder you will need to enter the unique Username and Password provided by Boardroom and select ‘Login’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

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Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

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To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear.

NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.

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To ask a Question

If you would like to ask a question:

  1. Select the question icon

  2. Compose your question.

  3. Select the send icon

  4. You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

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To Vote

If you would like to cast a vote:

  1. When the Chair declares the polls open, the resolutions and voting choices will appear.

  2. Press the option corresponding with the way in which you wish to vote.

  3. Once the option has been selected, the vote will appear in blue.

  4. If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.

  5. Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

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Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW
Aruba
AFG
Afghanistan
AGO
Angola
AIA
Anguilla
ALA
Aland Islands
ALB
Albania
AND
Andorra
ANT
Netherlands Antilles
ARE
United Arab Emirates
ARG
Argentina
ARM
Armenia
ASM
American Samoa
ATA
Antarctica
ATF
French Southern
ATG
Antigua & Barbuda
AUS
Australia
AUT
Austria
AZE
Azerbaijan
BDI
Burundi
BEL
Belgium
BEN
Benin
BFA
Burkina Faso
BGD
Bangladesh
BGR
Bulgaria
BHR
Bahrain
BHS
Bahamas
BIH
Bosnia & Herzegovina
BLM
St Barthelemy
BLR
Belarus
BLZ
Belize
BMU
Bermuda
BOL
Bolivia
BRA
Brazil
BRB
Barbados
BRN
Brunei Darussalam
BTN
Bhutan
BUR
Burma
BVT
Bouvet Island
BWA
Botswana
CAF
Central African Republic
CAN
Canada
CCK
Cocos (Keeling) Islands
CHE
Switzerland
CHL
Chile
CHN
China
CIV
Cote D’ivoire
CMR
Cameroon
COD
Democratic Republic of
Congo
COK
Cook Islands
COL
Colombia
COM
Comoros
CPV
Cape Verde
CRI
Costa Rica
CUB
Cuba
CYM
Cayman Islands
CYP
Cyprus
CXR
Christmas Island
CZE
Czech Republic
DEU
Germany
DJI
Djibouti
DMA
Dominica
DNK
Denmark
DOM
Dominican Republic
DZA
Algeria
ECU
Ecuador
EGY
Egypt
ERI
Eritrea
ESH
Western Sahara
ESP
Spain
EST
Estonia
ETH
Ethiopia
FIN
Finland
FJI
Fiji
FLK
Falkland Islands (Malvinas)
FRA
France
FRO
Faroe Islands
FSM
Micronesia
GAB
Gabon
GBR
United Kingdom
GEO
Georgia
GGY
Guernsey
GHA
Ghana
GIB
Gibraltar
GIN
Guinea
GLP
Guadeloupe
GMB
Gambia
GNB
Guinea-Bissau
GNQ
Equatorial Guinea
GRC
Greece
GRD
Grenada
GRL
Greenland
GTM
Guatemala
GUF
French Guiana
GUM
Guam
GUY
Guyana
HKG
Hong Kong
HMD
Heard & Mcdonald Islands
HND
Honduras
HRV
Croatia
HTI
Haiti
HUN
Hungary
IDN
Indonesia
IMN
Isle Of Man
IND
India
IOT
British Indian Ocean Territory
IRL
Ireland
IRN
Iran Islamic Republic of
IRQ
Iraq
ISM
Isle of Man
ISL
Iceland
ISR
Israel
ITA
Italy
JAM
Jamaica
JEY
Jersey
JOR
Jordan
JPN
Japan
KAZ
Kazakhstan
KEN
Kenya
KGZ
Kyrgyzstan
KHM
Cambodia
KIR
Kiribati
KNA
St Kitts And Nevis
KOR
Korea Republic of
KWT
Kuwait
LAO
Laos
LBN
Lebanon
LBR
Liberia
LBY
Libyan Arab Jamahiriya
LCA
St Lucia
LIE
Liechtenstein
LKA
Sri Lanka
LSO
Lesotho
LTU
Lithuania
LUX
Luxembourg
LVA
Latvia
MAC
Macao
MAF
St Martin
MAR
Morocco
MCO
Monaco
MDA
Republic Of Moldova
MDG
Madagascar
MDV
Maldives
MEX
Mexico
MHL
Marshall Islands
MKD
Macedonia Former Yugoslav
Rep
MLI
Mali
MLT
Mauritania
MMR
Myanmar
MNE
Montenegro
MNG
Mongolia
MNP
Northern Mariana Islands
MOZ
Mozambique
MRT
Mauritania
MSR
Montserrat
MTQ
Martinique
MUS
Mauritius
MWI
Malawi
MYS
Malaysia
MYT
Mayotte
NAM
Namibia
NCL
New Caledonia
NER
Niger
NFK
Norfolk Island
NGA
Nigeria
NIC
Nicaragua
NIU
Niue
NLD
Netherlands
NOR
Norway Montenegro
NPL
Nepal
NRU
Nauru
NZL
New Zealand
OMN
Oman
PAK
Pakistan
PAN
Panama
PCN
Pitcairn Islands
PER
Peru
PHL
Philippines
PLW
Palau
PNG
Papua New Guinea
POL
Poland
PRI
Puerto Rico
PRK
Korea Dem Peoples Republic
of
PRT
Portugal
PRY
Paraguay
PSE
Palestinian Territory
Occupied
PYF
French Polynesia
QAT
Qatar
REU
Reunion
ROU
Romania
RUS
Russian Federation
RWA
Rwanda
SAU
Saudi Arabia Kingdom Of
SDN
Sudan
SEN
Senegal
SGP
Singapore
SGS
Sth Georgia & Sth Sandwich
Isl
SHN
St Helena
SJM
Svalbard & Jan Mayen
SLB
Solomon Islands
SCG
Serbia & Outlying
SLE
Sierra Leone
SLV
El Salvador
SMR
San Marino
SOM
Somalia
SPM
St Pierre And Miquelon
SRB
Serbia
STP
Sao Tome And Principe
SUR
Suriname
SVK
Slovakia
SVN
Slovenia
SWE
Sweden
SWZ
Swaziland
SYC
Seychelles
SYR
Syrian Arab Republic
TCA
Turks & Caicos Islands
TCD
Chad
TGO
Togo
THA
Thailand
TJK
Tajikistan
TKL
Tokelau
TKM
Turkmenistan
TLS
Timor-Leste
TMP
East Timor
TON
Tonga
TTO
Trinidad & Tobago
TUN
Tunisia
TUR
Turkey
TUV
Tuvalu
TWN
Taiwan
TZA
Tanzania United Republic of
UGA
Uganda
UKR
Ukraine
UMI
United States Minor
URY
Uruguay
USA
United States of America
UZB
Uzbekistan
VNM
Vietnam
VUT
Vanuatu
WLF
Wallis & Futuna
WSM
Samoa
YEM
Yemen
YMD
Yemen Democratic
YUG
Yugoslavia Socialist Fed Rep
ZAF
South Africa
ZAR
Zaire
ZMB
Zambia
ZWE
Zimbabwe

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All Correspondence to:

  • By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2:00pm (Sydney Time) on Tuesday, 26 January 2021.

TO VOTE ONLINE
BY SMARTPHONE
TO VOTE ONLINE
BY SMARTPHONE
TO VOTE ONLINE
BY SMARTPHONE
STEP 1: VISIThttps://www.votingonline.com.au/olhagm2021
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:00pm (Sydney Time) on Tuesday, 26 January 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

  • Online https://www.votingonline.com.au/olhagm2021

  • By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

  • In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Oldfields Holdings Limited ABN 92 000 307 988

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Oldfields Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held via Virtual Meeting on Thursday, 28 January 2021 at 2:00pm (Sydney Time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 2 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 2). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Re-Election of David John Baird as a Director

Resolution 2 Remuneration Report

Resolution 3 Resignation of BDO East Coast Partnership as Auditors and Appointment of BDO Audit Pty Ltd as Auditors

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021