PEAKO LIMITED — AGM Information 2014

Oct 20, 2014

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**PEAK

OIL
&
GAS
LIMITED ABN
79
131
843
868**

NOTICE
OF
ANNUAL
GENERAL
MEETING

and

**EXPLANATORY

MEMORANDUM**

Date
of
Meeting: Friday
21
November
2014 Time
of
Meeting: 10.00am
(WST) Place
of
Meeting: Peak
Oil
&
Gas
Limited Level
2 5
Ord
Street West
Perth
WA
6005

This
Notice
of
Annual
General
Meeting
and
Explanatory
Memorandum
should
be
read
in
their
entirety.

If shareholders
are
in
doubt
as
to
how
they
should
vote,
they
should
seek
advice
from
their
accountant,
solicitor
or other
professional
adviser
prior
to
voting.

**Peak

Oil
&
Gas
LIMITED ABN
79
131
843
868**

**NOTICE

OF
ANNUAL
GENERAL
MEETING**

Notice
is
hereby
given
that
the
annual
general
meeting
of
shareholders
of
Peak
Oil
&
Gas
Limited
ABN
79
131
843
868 ( Company )
will
be
held
at
the
Company’s
office,
Level
2,
5
Ord
Street,
West
Perth,
Western
Australia
at
10.00am
(WST)
on Friday
21
November
2014.

The
Explanatory
Memorandum
which
accompanies
and
forms
part
of
this
Notice
of
Annual
General
Meeting
describes
the various
matters
to
be
considered
and
contains
a
glossary
of
defined
terms
for
those
terms
that
are
not
defined
in
full
in this
Notice
of
Annual
General
Meeting.

AGENDA

**ANNUAL

FINANCIAL
STATEMENTS
AND
REPORTS**

To
receive
and
consider
the
Annual
Financial
Report,
the
Directors'
Report
and
Auditor’s
Report
for
the Company
and
its
controlled
entities
for
the
year
ended
30
June
2014.

**ORDINARY

RESOLUTIONS**

1. Adoption
of
Remuneration
Report

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

" That,
for
the
purposes
of
section
250R(2)
of
the
Corporations
Act
2001
(Cth)
and
for
all
other
purposes, the
Remuneration
Report
for
the
Company
and
its
controlled
entities
for
the
period
ended
30
June
2014
be adopted ."

The
vote
on
this
Resolution
is
advisory
only
and
does
not
bind
the
Directors
or
the
Company. No
votes
can
be
cast
by
or
on
behalf
of
a
member
of
Key
Management
Personnel
(as
identified
in
the Remuneration
Report)
("KMP")
and
their
closely
related
parties
(collectively
referred
to
as
a
Prohibited Voter).
However,
a
Prohibited
Voter
may
vote
directed
proxies
for
someone
other
than
a
Prohibited
Voter. If
you
appoint
the
Chairman
of
the
Meeting
as
your
proxy,
and
you
do
not
provide
a
voting
direction
in respect
of
Resolution
1
on
the
proxy
form,
you
will
be
deemed
to
have
directed
the
Chairman
of
the Meeting
to
vote
in
favour
of:
Resolution
1.
If
you
appoint
the
Chairman
of
the
Meeting
as
your
proxy
and you
do
not
want
your
vote
exercised
in
favour
of
this
Resolution
1
you
should
direct
the
Chairman
of
the Meeting
to
vote
"Against",
or
to
abstain
from
voting
on,
this
Resolution
1.

2. Re-­‐election
of
James
Durrant
as
a
Director

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

" That,
Mr
James
Durrant,
who
retires
by
rotation
in
accordance
with
the
Company’s
constitution
and
being eligible,
offers
himself
for
re-­‐election,
be
re-­‐elected
as
a
director
of
the
Company.”

**BY

ORDER
OF
THE
BOARD**

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Raewyn
Clark Company
Secretary Dated:
20
October
2014

**PEAK

OIL
&
GAS
LIMITED ABN
79
131
843
868**

**EXPLANATORY

MEMORANDUM**

This
Explanatory
Memorandum
has
been
prepared
for
the
information
of
Shareholders
in
connection
with
the business
to
be
considered
at
the
Annual
General
Meeting
of
Shareholders
to
be
held
at
the
Company’s
office,
Level 2,
5
Ord
Street,
West
Perth,
Western
Australia
at
10.00am
(WST)
on
Friday
21,
November
2014.

This
Explanatory
Memorandum
should
be
read
in
conjunction
with
the
accompanying
Notice
of
Annual
General Meeting.
For
the
assistance
of
Shareholders,
a
glossary
of
defined
terms
is
included
at
the
end
of
this
Explanatory Memorandum.

Full
details
of
the
business
to
be
considered
at
this
Annual
General
Meeting
are
set
out
below.

**Annual

financial
statements
and
reports**

The
Corporations
Act
requires
that
the
Annual
Report
(which
includes
the
Annual
Financial
Report,
Directors’ Report
and
Auditor’s
Report)
be
laid
before
the
Annual
General
Meeting.

Shareholders
will
be
given
an
opportunity
to
ask
questions
and
make
comments
about
the
Annual
Report
(or
the Company
generally)
but
there
will
be
no
formal
resolution
submitted
to
the
Meeting
in
respect
of
it.

Mr
Wayne
Clark,
as
the
auditor
responsible
for
preparing
the
Auditor's
Report
for
the
year
ended
30
June
2014
(or his
representative)
will
attend
the
Meeting.
The
Chairman
will
also
allow
a
reasonable
opportunity
for Shareholders
to
ask
the
auditor
questions
about:

• a) the
  conduct
  of
  the
  audit;

• b) the
  preparation
  and
  content
  of
  the
  Auditor's
  Report;

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

• d) the
  independence
  of
  the
  auditor
  in
  relation
  to
  the
  conduct
  of
  the
  audit.

To
assist
the
Board
and
the
auditor
of
the
Company
in
responding
to
questions
please
submit
any
questions
you may
have
by
mail
to
the
Company's
office, PO
Box
1255,
West
Perth
WA
6872 ,
or
by
fax
to
+ 61
8
6143
1818 so that
it
is
received
by
no
later
than
5.00pm
(WST)
on
Wednesday
12
November
2014.

As
required
under
section
250PA
of
the
Corporations
Act,
at
the
Meeting
the
Company
will
distribute
a
list
setting out
the
questions
directed
to
the
auditor
received
in
writing
from
members,
being
questions
which
the
auditor considers
relevant
to
the
content
of
the
Auditor's
Report
or
the
conduct
of
the
audit
of
the
Annual
Financial
Report for
the
year
ended
30
June
2014.
The
Chairman
will
allow
reasonable
opportunity
to
respond
to
the
questions
set out
on
this
list.

**1. Resolution

1
–
Adoption
of
Remuneration
Report**

The
Remuneration
Report
of
the
Company
for
the
year
ended
30
June
2014
is
set
out
on
pages
14
to 18
of
the
Company's
2014
Annual
Report.

Pursuant
to
section
250R(2)
of
the
Corporations
Act,
a
resolution
that
the
Remuneration
Report
be adopted
must
be
put
to
a
vote
at
the
Company's
Annual
General
Meeting.
The
vote
on
this
Resolution is
advisory
only
and
does
not
bind
the
Directors
or
the
Company.
However,
the
Board
will
take
the outcome
of
the
vote
into
consideration
when
reviewing
the
remuneration
practices
and
policies
of
the Company.

A
reasonable
opportunity
will
be
provided
for
discussion
of
the
Remuneration
Report
at
the
Meeting.

In
accordance
with
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

Page 2

resolution”)
that
another
meeting
be
held
within
90
days
at
which
all
of
the
Company’s
directors (other
than
the
Managing
Director)
must
stand
for
re-­‐election.

The
Company
encourages
all
eligible
Shareholders
to
cast
their
votes
on
Resolution
1
(Remuneration Report).

The
Company
will
disregard
any
votes
cast
on
Resolution
1
by
or
on
behalf
of
either
a
member
of
the Key
Management
Personnel
(being
those
persons
whose
remuneration
details
are
included
in
the Remuneration
Report)
or
their
closely
related
parties,
unless
the
vote
is
cast
by
a
person
as
proxy
for
a person
entitled
to
vote
in
accordance
with
the
directions
on
the
proxy
form.

If
you
appoint
the
Chairman
of
the
Meeting
as
your
proxy,
and
you
do
not
provide
a
voting
direction
in respect
of
Resolution
1
on
the
proxy
form,
you
will
be
deemed
to
have
directed
the
Chairman
of
the meeting
to
vote
in
favour
of
this
resolution.

Accordingly,
if
you
appoint
the
Chairman
of
the
Meeting
as
your
proxy,
and
you
wish
to
abstain
or
vote against
Resolution
1
you
should
direct
the
Chairman
to
abstain
or
vote
against
Resolution
1
by
marking either
"Against"
or
"Abstain"
for
this
item
of
business
on
the
proxy
form.

The
Board unanimously
recommends
that
eligible
Shareholders
vote
in
favour
of
adopting
the Remuneration
Report.

2. Resolution
2
–
Re-­‐election
of
Mr
James
Durrant

It
is
a
requirement
under
the
Company's
constitution
that
one-­‐third
of
directors
retire
by
rotation
at the
Annual
General
Meeting.
Mr
Durrant,
being
eligible
for
re-­‐election
pursuant
to
the
Company’s constitution,
offers
himself
for
re-­‐election.

Apart
from
Mr
Durrant
(who
abstains
from
voting
given
his
interest
in
Resolution
2),
the
remaining Directors
recommend
to
Shareholders
that
Mr
Durrant
be
re-­‐elected.

**PROXY

AND
VOTING
ENTITLEMENT
INSTRUCTIONS**

**PROXY

INSTRUCTIONS**

Shareholders
are
entitled
to
appoint
up
to
two
individuals
or
bodies
corporate
to
act
as
proxies
to
attend
and
vote on
their
behalf.
Where
more
than
one
proxy
is
appointed
each
proxy
may
be
appointed
to
represent
a
specific proportion
of
the
Shareholder's
voting
rights.
If
the
appointment
does
not
specify
the
proportion
or
number
of votes
each
proxy
may
exercise,
each
proxy
may
exercise
half
of
the
votes.

The
proxy
form
(and
the
power
of
attorney
or
other
authority,
if
any,
under
which
the
proxy
form
is
signed)
or
a copy
or
facsimile
which
appears
on
its
face
to
be
an
authentic
copy
of
the
proxy
form
(and
the
power
of
attorney or
other
authority)
must
be
deposited
at
or
sent
by
facsimile
transmission
to
the
Company's
office, PO
Box
1255, West
Perth
WA
6872,
+61
8
6143
1818 ,
not
less
than
48
hours
before
the
time
for
holding
the
Meeting,
or
adjourned meeting
as
the
case
may
be,
at
which
the
individual
or
body
corporate
named
in
the
proxy
form
proposes
to
vote.

The
proxy
form
must
be
signed
by
the
Shareholder
or
his/her
attorney
duly
authorised
in
writing
or,
if
the Shareholder
is
a
corporation,
in
a
manner
permitted
by
the
Corporations
Act.

The
proxy
may,
but
need
not,
be
a
Shareholder
of
the
Company.

In
the
case
of
Shares
jointly
held
by
two
or
more
persons,
all
joint
holders
must
sign
the
proxy
form.

A
proxy
form
is
attached
to
this
Notice.

**VOTING

ENTITLEMENT**

For
the
purposes
of
determining
voting
entitlements
at
the
Meeting,
Shares
will
be
taken
to
be
held
by
the
persons who
are
registered
as
holding
the
Shares
at
10.00am
(WST)
on
Wednesday
19
November
2014.

Accordingly,

Page 3

transactions
registered
after
that
time
will
be
disregarded
in
determining
entitlements
to
attend
and
vote
at
the Meeting.

**QUESTIONS

FROM
SHAREHOLDERS**

At
the
Meeting
the
Chairman
will
allow
a
reasonable
opportunity
for
Shareholders
to
ask
questions
or
make comments
on
the
management
of
the
Company
and
the
Remuneration
Report.

Mr
Wayne
Clark,
as
the
auditor
responsible
for
preparing
the
Auditor's
Report
for
the
year
ended
30
June
2014
(or his
representative)
will
attend
the
Meeting.
The
Chairman
will
also
allow
a
reasonable
opportunity
for Shareholders
to
ask
the
auditor
questions
about:

• a) the
  conduct
  of
  the
  audit; b) the
  preparation
  and
  content
  of
  the
  Auditor's
  Report;

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

• d) the
  independence
  of
  the
  auditor
  in
  relation
  to
  the
  conduct
  of
  the
  audit.

To
assist
the
Board
and
the
auditor
of
the
Company
in
responding
to
questions
please
submit
any
questions
you may
have
by
mail
to
the
Company's
office, PO
Box
1255,
West
Perth
WA
6872 ,
or
by
fax
to
+ 61
8
6143
1818 so that
it
is
received
by
no
later
than
5.00pm
(WST)
on
Wednesday
12
November
2014.

As
required
under
section
250PA
of
the
Corporations
Act,
at
the
Meeting,
the
Company
will
distribute
a
list
setting out
the
questions
directed
to
the
auditor
received
in
writing
by
Friday
14
November
2014,
being
questions
which the
auditor
considers
relevant
to
the
content
of
the
Auditor's
Report
or
the
conduct
of
the
audit
of
the
Annual Financial
Report
for
the
year
ended
30
June
2014.
The
Chairman
will
allow
reasonable
opportunity
to
respond
to the
questions
set
out
on
this
list.

Page 4

**PEAK

OIL
&
GAS
LIMITED ABN
79
131
843
868**

**PROXY

FORM**

The
Company
Secretary Peak
Oil
&
Gas
Limited, PO
Box
1255,
West
Perth
WA
6872 Facsimile
+61
8
6143
1818 I/We ____________ of ___________ being
a
Shareholder/(s)
of
Peak
Oil
&
Gas
Limited
(" Company ")
and
entitled
to Shares
in
the
Company hereby
appoint ________ of __________ or
failing
him/her/it _________ of ______________ or
failing
him/her/it
the
Chairman
as
my/our
proxy
to
vote
for
me/us
and
on
my/our
behalf
at
the
General
Meeting
of the
Company
to
be
held
at
Level
2,
5
Ord
Street,
West
Perth,
Western
Australia
at
10.00am
(WST)
on
Friday
21, November
2014
and
at
any
adjournment
thereof
in
respect
of

---

of
my/our
Shares
or, failing
any
number
being
specified, ALL of
my/our
Shares
in
the
Company.

If
two
proxies
are
appointed,
the
proportion
of
voting
rights
this
proxy
is
authorised
to
exercise
is
[

]%.

(An additional
proxy
form
will
be
supplied
by
the
Company
on
request.)

**If
you
wish
to
indicate
how
your
proxy
is
to
vote,
please
tick
the
appropriate
places
below.

If
no
indication
is
given on
a
Resolution,
the
proxy
may
abstain
or
vote
at
his/her/its
discretion.**

I/we
direct
my/our
proxy
to
vote
as
indicated
below:

I/we direct my/our proxy to vote as indicated below:	I/we direct my/our proxy to vote as indicated below:
ORDINARYRESOLUTIONS		FOR	AGAINST	ABSTAIN
1.	Adoption of Remuneration Report	o	o	o
2.	Re-election of James Durrant as a Director	o	o	o

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

If
the
Chair
of
the
Meeting
is
appointed
by
you
as
your
proxy,
or
if
the
Chair
is
appointed
as
your
proxy
by default
then,
unless
you
specifically
direct
the
Chair
how
to
vote
by
following
the
above
voting
procedures,
your proxy
will
be
an
undirected
proxy.

If
you
do
not
wish
to
direct
your
proxy
how
to
vote
as
your
proxy
in
respect
of
a
resolution,
please
place a
mark
in
the
box.

**By
marking
this
box,
you
acknowledge
that
your
proxy
is
an
undirected
proxy
and
that,
subject
to
the
express restrictions
on
voting
as
set
out
in
the
voting
exclusions
contained
in
the
Explanatory
Notes
to
the
Notice
of Meeting,
the
Chair
of
the
Meeting
may
exercise
your
proxy
in
favour
of
each

resolution
to
be
put
to
the meeting,
even
if
he
has
an
interest
in
the
outcome
of
the
resolution/s
and
that
votes
cast
by
the
Chair
of
the Meeting
for
those
resolutions
as
your
proxyholder
will
not
be
disregarded
because
of
that
interest.**

==> picture [438 x 387] intentionally omitted <==

----- Start of picture text -----

As
witness
my/our
hand/s
this

day
of

2014
If
a
natural
person: If
a
company:
SIGNED
by
)
EXECUTED
by
)
)
in
accordance
with
its
)
constitution
)
________
in
the
presence
of:

---

___
Director
Director/Secretary
______
Witness

---

___
Name
(Printed)
Name
(Printed)
______
Name
(Printed)
If
by
power
of
attorney:
SIGNED for
and
on
behalf
of
)

by
)

under
a
Power
of
Attorney
dated

)
and
who
declares
that
he/she
has
not
received
any
)
revocation
of
such
Power
of
Attorney
in
the
)
presence
of
:
)
___
_____
Signature
of
Attorney
Signature
of
Witness
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