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PEEL MINING LIMITED — AGM Information 2022
Oct 23, 2022
65545_rns_2022-10-23_df35aa91-beff-474b-9c86-587d478a4e56.pdf
AGM Information
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PEEL MINING LIMITED ACN 119 343 734 NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
- TIME: 9.00 am
- DATE: 24th November 2022
- PLACE: Trinity on Hampden, 230 Hampden Road, Crawley 6009
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
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 at 5.00pm (WST) on 22nd November 2022.
BUSINESS OF THE MEET ING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
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 resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2022."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
A voting prohibition statement applies to this Resolution. Please see below.
3. RESOLUTION 2 – ELECTION OF DIRECTOR – MARK OKEBY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mark Okeby, a Director who was appointed as an additional Director on 3 March 2022, retires, and being eligible, is elected as a Director."
4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – ROBERT TYSON
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Robert Tyson, a Director, retires by rotation, and being eligible, is re-elected as a Director."
5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."
6. RESOLUTION 5 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of a maximum of 58,076,786 Securities under that Plan, on the terms and conditions set out in the Explanatory Statement."
A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.
Dated: 24th October 2022
By order of the Board
Ryan Woodhouse Company Secretary
Voting Prohibition Statements
| Resolution 1 – Adoption ofRemuneration Report | A vote on this Resolution must not be cast (in any capacity) by or on behalf ofeither of the following persons: | |||
|---|---|---|---|---|
| (a) | a member of the Key Management Personnel, details of whoseremuneration are included in the Remuneration Report; or | |||
| (b) | a Closely Related Party of such a member. | |||
| and either: | However, a person (the voter) described above may cast a vote on thisResolution as a proxy if the vote is not cast on behalf of a person described above | |||
| (a) | the voter is appointed as a proxy by writing that specifies the way theproxy is to vote on this Resolution; or | |||
| (b) | the voter is the Chair and the appointment of the Chair as proxy: | |||
| (i) | does not specify the way the proxy is to vote on thisResolution; and | |||
| (ii) | expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly withthe remuneration of a member of the Key ManagementPersonnel. | |||
| Resolution 5 – Adoption ofIncentive Plan | (a)(b) | on this Resolution if:the proxy is either:(i)(ii) | A person appointed as a proxy must not vote, on the basis of that appointment,a member of the Key Management Personnel; ora Closely Related Party of such a member; andthe appointment does not specify the way the proxy is to vote on this | |
| Resolution. | ||||
| (a) | However, the above prohibition does not apply if:the proxy is the Chair; and | |||
| (b) | the appointment expressly authorises the Chair to exercise the proxyeven though this Resolution is connected directly or indirectly withremuneration of a member of the Key Management Personnel. | |||
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 5 – Adoption of | A person who is eligible to participate in the employee incentive scheme or an |
|---|---|
| Incentive Plan | associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution by:
- (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
- (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
- (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
- (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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 two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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.
Shareholders and their proxies should be aware 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.
If you sign the enclosed Voting Form and no direction is given or you do not mark Box [A] or Box [B], the Chair will be appointed as your proxy. The Chair intends to vote undirected proxies on, and in favour of, all Resolutions. If you mark both Box [A] and Box [B], you will be taken not to have appointed a proxy and your direct votes will be counted.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Link Market Services Limited will need to verify your identity. You can register from 8.30am on the day of the Meeting.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9382 3955.
EXPLANATORY STATEMEN T
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.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.peelmining.com.au.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2.2 Voting consequences
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 (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, 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.
2.3 Previous voting results
At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.
3. RESOLUTION 2 – ELECTION OF DIRECTOR – MARK OKEBY
3.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.
Mr Mark Okeby, having been appointed by other Directors on 3 March 2022 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.
3.2 Qualifications and other material directorships
Mr Okeby began his career in the resources industry in the 1980s. He has a Master of Law (LLM) and over 30 years' experience as a director of ASX listed mining and exploration companies.
He is currently a director of Capricorn Metals Limited (appointed in 2019) and Red Hill Iron Ltd (appointed in 2016) and previously has been a director of Regis Resources Ltd, Hill 50 Ltd, Abelle Ltd, Metals X Limited and Westgold Resources Ltd.
Mr Okeby has been a major contributor on the Capricorn board in transforming Capricorn from a small gold developer to one of Australia's newest gold producers. Mr Okeby played a similar board role at Regis Resources during which Regis was transformed into one of Australia's largest producers. Last year he was instrumental in the creation of substantial value to Red Hill Iron shareholders from the sale of their 40% interest in the Red Hill Iron Ore Joint Venture to Mineral Resources Ltd.
Mr Okeby has a deep knowledge of the Australian resources landscape and the regulatory regimes around mine development and operation. He also has significant experience in project development, financing and corporate transactions.
3.3 Independence
Mark Okeby has no interests, position 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 Company as a whole rather than in the interests of an individual security holder or other party.
If elected the Board considers Mr Okeby will be an independent Director.
3.4 Other material information
The Company conducted appropriate checks on the background and experience of Mr Okeby before his appointment to the Board..
Mr Okeby has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.
3.5 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Mr Okeby will be elected to the Board as an independent Director.
In the event that Resolution 2 is not passed, Mr Okeby will not join the Board as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company.
3.6 Board recommendation
The Board has reviewed Mr Okeby's performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the election of Mark Okeby and recommends that Shareholders vote in favour of Resolution 2.
4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – ROBERT TYSON
4.1 General
Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Robert Tyson, who has served as a Managing Director from 20 April 2006 to 3 March 2022, and is now an Executive Director, retires by rotation and seeks reelection.
4.2 Qualifications and other material directorships
Mr Tyson is a geologist with more than 25 years resources industry experience having worked in exploration and mining-related roles for companies including Cyprus Exploration Pty Ltd, Queensland Metals Corporation NL, Murchison Zinc Pty Ltd, Normandy Mining Ltd and Equigold NL. Mr Tyson is also a non-executive director of Saturn Metals Limited.
Mr Tyson was the recipient of the AMEC Prospector Award 2019 and the 2022 AIG Mines and Wines Explorer Award for leading the discoveries for Mallee Bull, Wirlong & Southern Nights.
4.3 Independence
If re-elected the Board considers Robert Tyson will not be an independent Director.
4.4 Technical information required by Listing Rule 14.1A
If Resolution 3 is passed, Mr Tyson will be re-elected to the Board as a nonindependent Director.
In the event that Resolution 3 is not passed, Mr Tyson will not join the Board as a non-independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company.
4.5 Board recommendation
The Board has reviewed Robert Tyson's performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the re-election of Robert Tyson and recommends that Shareholders vote in favour of Resolution 3.
5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
5.1 General
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).
An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.
As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $87,115,180.20 (based on the number of Shares on issue and the closing price of Shares on the ASX on 4 October 2022).
Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.
For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.
If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
5.2 Technical information required by Listing Rule 7.1A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 4:
(a) Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:
- (i) the date that is 12 months after the date of this Meeting;
- (ii) the time and date of the Company's next annual general meeting; and
- (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
(b) Minimum price
Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:
- (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
- (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.
(c) Use of funds raised under the 7.1A Mandate
The Company intends to use any funds raised from issues of Equity Securities under the 7.1A Mandate on the advancement of its 100% owned opper focused South Cobar Project. The South Cobar Project is located in Central NSW and contains the Mallee Bull, Wirlong, Wagga Tank and Southern Nights mineral deposits.
(d) Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.
If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 4 October 2022.
The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.
| Dilution | |||||
|---|---|---|---|---|---|
| Issue Price | |||||
| Number of Shares onIssue (Variable A inListing Rule 7.1A.2) | Sharesissued –10% votingdilution | $0.075 | $0.15 | $0.225 | |
| 50%decrease | Issue Price | 50% increase | |||
| Funds Raised | |||||
| Current | 580,767,868Shares | 58,076,786Shares | $4,355,758 | $8,711,517 | $13,067,276 |
| 50%increase | 871,151,802Shares | 87,115,180Shares | $6,533,638 | $13,067,277 | $19,600,915 |
| 100%increase | 1,161,535,736Shares | 116,153,573Shares | $8,711,517 | $17,423,035 | $26,134,553 |
*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
-
- There are currently 580,767,868 Shares on issue as at the date of this Notice;
-
- The issue price set out above is the closing market price of the Shares on the ASX on 4 October 2022 (being $0.15).
-
- The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
-
- The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
-
- The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
-
- The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
-
- This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
-
- The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
-
- The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder's holding at the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
(e) Allocation policy under the 7.1A Mandate
The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:
- (i) the purpose of the issue;
- (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
- (iii) the effect of the issue of the Equity Securities on the control of the Company;
- (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
- (v) prevailing market conditions; and
- (vi) advice from corporate, financial and broking advisers (if applicable).
(f) Previous approval under Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2021 (Previous Approval).
During the 12-month period preceding the date of the Meeting, being on and from 24 November 2021, the Company issued 41,809,775 Shares pursuant to the Previous Approval (Previous Issue), which represents approximately 9.70% of the total diluted number of Equity Securities on issue in the Company on 24 November 2021, which was 430,810,257.
Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below.
The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:
| Date of Issue andAppendix 2A | Date of Issue: 3 March 2022 | ||
|---|---|---|---|
| Date of Appendix 2A: 3 March 2022 | |||
| Recipients | Professional and sophisticated investors as part of aplacementannouncedon23February2022.Theplacementparticipantswereidentifiedthroughabookbuild process, undertaken by Ashanti Capital Pty Ltd |
| seeking expressions of interest to participate in theplacement from non-related parties of the Company. | |||
|---|---|---|---|
| Number and Class of | 41,809,775 Shares2 – issued under 7.1A | ||
| Equity SecuritiesIssued | 62,714,663 Shares – issued under 7.1 | ||
| 12,142,232 Shares – issued with shareholder approval | |||
| 44,481,428 Shares – issued under Share Purchase Plan | |||
| Issue Price anddiscount to MarketPrice1 (if any) | $0.18 per Share (at a discount of 16.27% to Market Price). | ||
| Total Cash | Total Amount raised = $29,006,657 | ||
| Consideration and | Amount spent on raising purpose = $13,286,324 | ||
| Use of Funds | Amount of raised funds remaining = $15,720,333.64 |
Notes:
-
- Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
-
- Fully paid ordinary shares in the capital of the Company, ASX Code: PEX 3 March 2022 (terms are set out in the Constitution).
-
- This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
5.3 Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.
6. RESOLUTION 5- ADOPTION OF EMPLOYEE INCENTIVE PLAN
6.1 Background
In accordance with the Company's constitution, the Company may, by a resolution passed by the Company in general meeting, amend or revoke a bonus share plan.
The Company adopted an Incentive Performance Rights and Options Plan (Incentive Plan) at its annual general meeting held on 28 November 2019.
With effect from 1 October 2022, a new employee share scheme (ESS) regime under the Corporation Act 2021 (Cth) (New Regime) came into effect which replaces and expands current company disclosure relief by the Australian Securities Investment Commission (ASIC). The purpose of the New Regime is to make it easier for companies to access regulatory relief from Corporations Act requirements in respect of licensing, advertising and hawking, and the design and distribution obligations with a streamlined set of disclosure requirements applying to the ESS.
For the above purpose, the Company proposes to adopt a new employee incentive plan (Plan) which complies with the New Regime, rather than maintain its existing Incentive Plan.
6.2 General
Resolution 5 seeks Shareholder approval for the adoption of the employee incentive scheme titled "Employee Securities Incentive Plan" (Plan) and for the issue of up to a maximum of 58,076,786 Securities (being 10% of the Shares on issue at the date of this Notice) under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).
The objective of the Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Plan and the future issue of Performance Rights or Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.
Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity's noticeof meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the noticeof meeting.
If Resolution 5 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of securities stated in Section 6.3 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX's opinion, such that approval should be obtained.
If Resolution 5 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company's capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights or Options.
6.3 Technical information required by Listing Rule 7.2 (Exception 13)
Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 5:
- (a) a summary of the key terms and conditions of the Plan is set out in Schedule 1;
- (b) the Company has not issued any Securities under the Incentive Plan as this is the first time that Shareholder approval is being sought for the adoption of the Incentive Plan;
- (c) The Company is seeking shareholder approval to adopt the Incentive Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme); and
- (d) the maximum number of Securities proposed to be issued under the Incentive Plan, following Shareholder approval, is 58,076,786 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.
GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 5.1.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
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;
- (b) a child of the member's spouse;
- (c) a dependent of the member or the member's spouse;
- (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
- (e) a company the member controls; or
- (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.
Company means Peel Mining Limited (ACN 119 343 734).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2022.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Securities has the meaning set out in Schedule 1.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means "A" as set out in the formula in Listing Rule 7.1A.2.
WST means Western Standard Time as observed in Perth, Western Australia.
SCHEDULE 1 – TERMS AND CONDITIONS OF THE COMPANY'S EMPLOYEE SECURITIES INCENTIVE PLAN
A summary of the material terms of the Company's Employee Securities Incentive Plan (Plan) is set out below.
| EligibleParticipants | Eligible Participantmeans a person that is a 'primary participant'(as that term is defined in Division 1A of Part 7.12 of the CorporationsAct) in relation tothe Company or an Associated Body Corporate(as defined in the Corporations Act)andhas been determined bythe Board to be eligible to participate in the Plan from time to time. | ||
|---|---|---|---|
| Purpose | The purpose of the Plan is to: | ||
| (a) | assist in the reward, retention and motivation of EligibleParticipants; | ||
| (b) | link the reward of Eligible Participants to Shareholder valuecreation;and | ||
| (c) | aligntheinterestsofEligibleParticipantswithshareholdersoftheGroup(beingtheCompany and each of itsAssociatedBodiesCorporate),byprovidinganopportunity to Eligible Participants to receive an equityinterest in the Company in the form ofPlan Shares orConvertible Securities (each defined below)(Securities). | ||
| Plan administration | Participant | The Plan will be administered by the Board. The Board may exerciseany power or discretion conferred on it by the Plan rules in its soleand absolute discretion(except to the extent that it prevents therelyingonthedeferredtaxconcessionsunderSubdivision 83A-C of the Income Tax Assessment Act 1997(Cth)).The Board may delegate its powers and discretion. | |
| Eligibility, invitationand application | TheBoardParticipantthe Securities | mayfromtimetotimedeterminethatanEligiblemayparticipateinthePlanand make an invitation tothat Eligible Participant to apply for any (or any combination of)provided under the Planon such terms andconditions as the Boarddecides. | |
| On receipt of an invitation, an Eligible Participant may apply for theSecurities the subject of the invitation by sending a completedapplication form to the Company. The Board may accept anapplication from an Eligible Participant in whole or in part. | |||
| invitation. | If an Eligible Participant is permitted in the invitation, theEligibleParticipant may, by notice in writing to the Board, nominate a partyin whose favour the Eligible Participant wishes to renounce the | ||
| Grant of Securities | Thecompletedand typetherequired. | Companywill,totheextentthatithasacceptedadulyapplication,granttheParticipant therelevantnumberofSecurities,subjecttothetermsandconditionssetoutininvitation,thePlan rules and any ancillary documentation |
| Rights attaching toConvertibleSecurities | A Convertible Securityrepresents a right to acquire one or morePlan Shares in accordance with the Plan (for example, an Optionor a Performance Right). | ||
|---|---|---|---|
| Prior to a Convertible Security being exercised, the holder: | |||
| (a)does not have any interest (legal, equitable or otherwise) inany Share the subject of the Convertible Security other thanas expressly set out in the Plan; | |||
| (b)is not entitled to receive notice of, vote at or attendameetingof the shareholdersof the Company; | |||
| (c)is not entitled to receive any dividends declared by theCompany; and | |||
| (d)is not entitled to participate in any new issue of Shares (seeAdjustment of Convertible Securities section below). | |||
| VestingofConvertibleSecurities | Any vesting conditions which must be satisfied before ConvertibleSecurities can be exercised and converted to Shares will bedescribed in the invitation. If all the vesting conditions are satisfiedand/or otherwise waived by the Board, a vesting notice will be sentto the Participant by the Company informing them that therelevant Convertible Securities have vested. Unless and until thevesting notice is issued by the Company, the Convertible Securitieswill not be considered to have vested. For the avoidance of doubt,if the vesting conditions relevant to a Convertible Security are notsatisfiedand/or otherwise waived by the Board, that ConvertibleSecurity will lapse. | ||
| ExerciseofConvertibleSecuritiesandcashless exercise | To exercise a Convertible Security, the Participant must deliver asigned notice of exercise and, subject to a cashless exercise ofConvertible Securities (see next paragraph below), pay theexercise price (if any) to or as directedbytheCompany,atanytimefollowingvestingoftheConvertibleSecurity(ifsubjecttovesting conditions) and prior to the expiry date as set out in theinvitation or vestingnotice. | ||
| An invitation may specify that at the time of exercise of theConvertible Securities, the Participant may elect not to be requiredto provide payment of the exercise price for the number ofConvertible Securities specified in a notice of exercise, but that onexercise of those Convertible Securities the Company will transferor issue to the Participant that number of Shares equal in value tothe positive difference between the Market Value of the Shares atthe time of exercise and the exercise price that would otherwisebe payable to exercise those Convertible Securities. | |||
| Market Valuemeans, at any given date, the volume weightedaverage price per Share traded on the ASX over the 5 trading daysimmediately preceding that given date, unless otherwise specifiedin an invitation. | |||
| A Convertible Security may not be exercised unless and until thatConvertible Security has vested in accordance with the Plan rules,or such earlier date as set out in the Plan rules. |
| Timing of issue ofSharesandquotation of Shareson exercise | As soon as practicable after the valid exercise of a ConvertibleSecurity by a Participant, the Company willissueorcausetobetransferredtothatParticipantthenumberofSharestowhichtheParticipantis entitledunderthePlanrulesandissueasubstitutecertificateforanyremainingunexercisedConvertible Securitiesheld by thatParticipant. |
|---|---|
| Restrictions ondealing withConvertibleSecurities | A holder may not sell, assign, transfer, grant a security interest overor otherwise deal with a Convertible Security that has beengranted to them unless otherwise determined by the Board. Aholdermust not enter into any arrangement for the purpose ofhedging their economic exposure to a Convertible Securitythathas been granted to them. |
| However, in Special Circumstances as defined under the Plan(including in the case of death, ortotal or permanent disability ofthe Participant)a Participant may deal with Convertible Securitiesgranted to them under the Plan with the consent of the Board. | |
| Listing ofConvertibleSecurities | A Convertible Security granted under the Plan will not be quotedon the ASX or any other recognised exchange. The Board reservesthe right in its absolute discretion to apply for quotation of anOption granted under the Plan on the ASX or any otherrecognisedexchange. |
| ForfeitureofConvertible | ConvertibleSecuritieswillbeforfeitedinthefollowingcircumstances: |
| Securities | (a)where a Participant who holds Convertible Securitiesceases to be an Eligible Participant (e.g. is no longeremployed or their office or engagement is discontinuedwith the Group), all unvested Convertible Securities willautomatically be forfeited by the Participant; |
| (b)whereaParticipantactsfraudulentlyordishonestly,negligently, in contravention of any Group policyor wilfullybreaches their duties to the Group; | |
| (c)wherethere is a failure to satisfy the vesting conditions inaccordance with the Plan; | |
| (d)on thedate the Participant becomes insolvent; or | |
| (e)on the Expiry Date. | |
| Change of control | If a change of control event occurs, or the Board determines thatsuch an event is likely to occur, the Board may in its discretiondetermine the manner in which any or all of the holder'sConvertibleSecuritieswillbedealtwith,including,withoutlimitation, in a manner that allows the holder to participate inand/or benefit from any transaction arising from or in connectionwith the change of control event. |
| AdjustmentofConvertibleSecurities | If there is a reorganisation of the issued share capital of theCompany (including any subdivision, consolidation, reduction,return or cancellation of such issued capital of the Company), therights of each Participant holding Convertible Securities will bechanged to the extent necessary to comply with the Listing Rulesapplicable to a reorganisation of capital at the time of thereorganisation. |
| If Shares are issued by the Company by way of bonus issue (otherthan an issue in lieu of dividends or by way of dividendreinvestment), the holder of Convertible Securities is entitled, uponexercise of the Convertible Securities, to receive an issue of asmany additional Shares as would have been issued to the holder ifthe holder held Shares equal in number to the Shares in respect ofwhich the Convertible Securities are exercised. | |
|---|---|
| Unless otherwise determined by the Board, a holder of ConvertibleSecurities does not have the right to participate in a pro rata issueof Shares made by the Company or sell renounceable rights. | |
| Plan Shares | The Board may, from time to time, make an invitation to an EligibleParticipant to acquire Plan Shares under the Plan. The Board willdetermine in its sole an absolute discretion the acquisition price (ifany) for each Plan Share which may be nil. The Plan Shares maybe subject to performance hurdles and/or vesting conditions asdetermined by the Board. |
| Where Plan Shares granted to a Participant are subject toperformance hurdles and/or vesting conditions, the Participant'sPlan Shares will be subject to certain restrictions until the applicableperformance hurdles and/or vesting conditions (if any) have beensatisfied, waived by the Board or are deemed to have beensatisfied under the Rules. | |
| Rights attaching toPlan Shares | All Shares issued or transferred under the Plan or issued ortransferred to a Participant upon the valid exercise of a ConvertibleSecurity, (Plan Shares) will rank equally in all respects with theShares of the same class for the time being on issue except for anyrights attaching to the Shares by reference to a record date priorto the date of theallotment or transfer of the Plan SharesAParticipantwillbeentitledtoanydividendsdeclaredanddistributedbytheCompany on the Plan Shares and mayparticipate in any dividend reinvestment plan operated by theCompany in respect of Plan Shares. A Participant may exercise anyvoting rights attaching to PlanShares. |
| Disposal restrictionson Plan Shares | If the invitation provides that any Plan Shares are subject to anyrestrictions as to the disposal or other dealing by a Participant for aperiod, the Board may implement any procedure it deemsappropriate to ensure the compliance by the Participant with thisrestriction. |
| For so long as a Plan Share is subject to any disposal restrictionsunder the Plan, the Participant will not: | |
| (a)transfer, encumber or otherwise dispose of, or have asecurity interest granted over that Plan Share;or | |
| (b)takeanyactionorpermitanotherpersontotakeanyactiontoremoveorcircumventthedisposal restrictions without theexpress written consent of theCompany. | |
| General Restrictionson Transfer of PlanShares | If the Company is required but is unable to give ASX a notice thatcomplies with section 708A(5)(e) of the Corporations Act, PlanShares issued under the Plan (including on exercise of ConvertibleSecurities) may notbe traded until 12 months after their issue unlessthe Company, at its sole discretion, elects to issue a prospectuspursuant to section 708A(11) of the Act. |
| Restrictions are imposed by Applicable Law on dealing in Sharesby persons who possess material informationlikely to affect thevalue of the Shares and which is not generally available. These lawsmay restrict the acquisition or disposal of Shares by you during thetime the holder has such information. | |
|---|---|
| Any Plan Shares issuedto a holder under the Plan (including uponexercise of Convertible Securities) shall be subject to the terms ofthe Company's Securities Trading Policy. | |
| Buy-Back | Subject to applicable law, the Company may at any time buyback Securities in accordance with the terms of the Plan. |
| Employee ShareTrust | The Board may in its sole and absolute discretion use an employeeshare trust or other mechanism for the purposes of holdingConvertible Securities for holdersunder the Plan and deliveringShares on behalf of holders upon exercise of Convertible Securities. |
| Maximumnumberof Securities | TheCompanywillnotmakeaninvitationunderthePlanwhichinvolves monetary considerationifthenumberofPlanSharesthatmaybeissued, or acquired upon exercise of Convertible Securitiesoffered under an invitation, when aggregated with the number ofShares issued or that may be issued as a result of all invitations underthe Planduring the 3 year period ending on the day of theinvitation, will exceed 5% of the total number ofissued Shares atthe date of theinvitation(unless the Constitution specifies adifferent percentageand subject to any limits approved byShareholders under Listing Rule 7.2 Exception 13(b) –refer toResolution5and Section 6.2. |
| Amendment of Plan | Subject to the following paragraph, the Board may at any timeamend any provisions of the Plan rules, including (withoutlimitation) the terms and conditions upon which any Securities havebeengrantedunderthePlananddeterminethatanyamendments to the Plan rules be given retrospective effect,immediate effect or future effect. |
| No amendment to any provision of the Plan rules may be made ifthe amendment materially reduces the rights of any Participant asthey existed before the date of the amendment, other than anamendment introduced primarily for the purpose of complyingwith legislation or to correct manifest error or mistake, amongstother things, or is agreed to in writing by all Participants. | |
| Plan duration | The Plan continues in operation until the Board decides to end it.The Board may from time to time suspend the operation of the Planfor a fixed period or indefinitely and may end any suspension. If thePlanisterminatedorsuspendedforanyreason,thatterminationorsuspensionmustnotprejudicetheaccruedrightsoftheParticipants. |
| IfaParticipantandtheCompany(actingbytheBoard)agreeinwritingthatsomeoralloftheSecurities granted to that Participantare to be cancelled on a specified date or on the occurrence ofa particular event, then those Securities may be cancelled in themanner agreed between the Company and the Participant. | |
| Income TaxAssessment Act | The Plan is a plan to which Subdivision 83A-C of the Income TaxAssessment Act 1997(Cth) applies (subject to the conditions in thatAct)except to the extent an invitation provides otherwise. |

ABN 42 119 343 734

X99999999999
PROXY FORM
I/We being a member(s) of Peel Mining Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
STEP 1or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 9:00am (WST) on Thursday, 24 November 2022 at Trinity on Hampden, 230 Hampden Road, Crawley 6009 (the Meeting) and at any postponement or adjournment of the Meeting. SAMPLE
Important for Resolutions 1 & 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
STEP 3
STEP 2
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED * 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 votes will not be counted in computing the required majority on a poll. 1 Adoption of Remuneration Report 5 Adoption of Employee Securities Incentive Plan 2 Election of Director – Mark Okeby 3 Re-Election of Director – Robert Tyson 4 Approval of 7.1a Mandate For Against Abstain* For Against Abstain*
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
*PEX PRX2202C*
PEX PRX2202C
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. SAMPLE
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:00am (WST) on Tuesday, 22 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:

https://investorcentre.linkgroup.com
Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
BY MAIL
Peel Mining Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150
*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

COMMUNICATION PREFERENCE
We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select 'Communications' and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.