AGM Information • Apr 29, 2014
AGM Information
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TIME: 9:00am (WST)
DATE: 30 May 2014
PLACE: 32 Harrogate Street West Leederville WA 6007
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9388 0744.
| Notice of Annual General Meeting (setting out the proposed resolutions) | 4 |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | 9 |
| Glossary | 15 |
| Terms and Conditions of Options | 16 |
| Proxy Form | Attached |
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:00am (WST) on 30 May 2014 at:
32 Harrogate Street West Leederville WA 6007
The business of the Annual General Meeting affects your shareholding and your vote is important.
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
To vote by proxy, please complete and sign the enclosed Proxy Form and return:
so that it is received not later than 9:00am (WST) on 28 May 2014.
Proxy Forms received later than this time will be invalid. Enquiries in respect of the proxy form should be made on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).
Shareholders and their proxies should be aware that pursuant to sections 250BB and 250BC of the Corporations Act:
Further details on these changes is set out below.
Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
Section 250BC of the Corporations Act provides that, if:
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
Notice is given that the Annual General Meeting of Shareholders will be held at 9:00am (WST) on 30 May 2014 at 32 Harrogate Street, West Leederville, Western Australia.
The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at opening of business on 29 May 2014.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.
To receive and consider the annual financial report of the Company for the year ended 31 December 2013 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the period ended 31 December 2013."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person (voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
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 13.2 of the Constitution and for all other purposes, Timothy Turner, a Director, retires, and being eligible, is re-elected as a Director."
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 13.2 of the Constitution and for all other purposes, James Smith, a Director, retires, and being eligible, is re-elected as a Director."
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 13.2 of the Constitution and for all other purposes, Anthony Wilson, a Director, retires, and being eligible, is re-elected as a Director."
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of NSX Listing Rule 6.44 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Director Options to Mark Ashurst (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mark Ashurst (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of NSX Listing Rule 6.44 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Director Options to Gibril Bangura (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Gibril Bangura (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of NSX Listing Rule 6.44 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Director Options to Jeffrey Couch (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Jeffrey Couch (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of NSX Listing Rule 6.44 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Director Options to James Smith (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by James Smith (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of NSX Listing Rule 6.44 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Director Options to Anthony Wilson (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Anthony Wilson (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of NSX Listing Rule 6.25 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Options on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of NSX Listing Rule 6.44 and for all other purposes, approval is given for the Directors to allot and issue a total of 5,000,000 Shares conditional upon the satisfaction of certain milestones to Stuart Lake (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Stuart Lake (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
However, a person described above may vote on this Resolution if:
CLAIRE TOLCON COMPANY SECRETARY
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 9:00am (WST) on 30 May 2014 at 32 Harrogate Street, West Leederville, Western Australia.
This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the year ended 31 December 2013 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 on its website at www.africanpetroleum.com.au.
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 Directors or the Company.
In accordance with the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of directors of the Company (Spill Resolution) at the second annual general meeting.
If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a general meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the Directors who were in office when the directors' report (as included in the Company's annual financial report for the year ended immediately before the second annual general meeting) 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 reelection as Directors is approved will be the Directors of the Company.
At the Company's 2013 Annual General Meeting, the votes cast against the remuneration report considered at the Annual General Meeting was less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
The remuneration report sets out the Company's remuneration arrangements for the Directors and senior management of the Company including service agreements and details of any share based compensation. The remuneration report is part of the Directors' report contained in the annual financial report of the Company for the financial year ended 31 December 2013.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.
A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.
Messrs Timothy Turner (Resolution 2), James Smith (Resolution 3) and Anthony Wilson (Resolution 4), retire by rotation and seek re-election.
A profile of each of Messrs Timothy Turner, James Smith and Anthony Wilson are contained in the 2013 Annual Report.
The Board has resolved, subject to Shareholder approval, to issue a total of 3,000,000 Director Options as part of the recipients remuneration package with the Company as follows:
The Board considers the grant of the Director Options to Messrs Ashurst, Bangura, Couch, Smith and Wilson to be reasonable, given the necessity to attract the highest calibre of professionals to the Company whilst maintaining the Company's cash reserves. If the Director Options are not issued, the Company could remunerate the Directors through cash reserves. However, the Board considers it reasonable for the remuneration of Directors to have a cash component and an equity component to further align the Directors' interests with Shareholders and maintain a strong cash position for the Company.
As at the date of this Notice of Meeting the Shares are trading on NSX at a price greater than the exercise price of the Director Options. The Board resolved to issue the Director Options, subject to Shareholder approval, at a time when the Shares were trading at the same price as the exercise price of the Director Options and considered that the exercise price was reasonable in the circumstances. It is also proposed that upon issue of the Director Options, the existing Options held by Messrs Ashurst, Bangura, Couch, Smith and Wilson will be cancelled.
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.
In addition, NSX Listing Rule 6.44 also requires shareholder approval by special resolution to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in NSX's opinion, such that approval should be obtained unless an exception in NSX Listing Rule 6.44 applies.
The grant of the Director Options to Messrs Ashurst, Bangura, Couch, Smith and Wilson requires the Company to obtain Shareholder approval under NSX Listing Rule 6.44 because each of these persons are Directors of the Company and as such, are each a related party of the Company.
The grant of Director Options to each of Messrs Ashurst, Bangura, Couch, Smith and Wilson constitutes a 'financial benefit' as defined in the Corporations Act. Accordingly, the proposed grant of Director Options to each of Messrs Ashurst, Bangura, Couch, Smith and Wilson will constitute the provision of a financial benefit to a related party of the Company.
It is the view of the Directors (with each of Messrs Ashurst, Bangura, Couch, Smith and Wilson abstaining) that the exception under section 211(1) of the Corporations Act (reasonable remuneration benefits) applies to the grant of the Director Options to each of Messrs Ashurst, Bangura, Couch, Smith and Wilson. Accordingly, the Directors (with each of Messrs Ashurst, Bangura, Couch, Smith and Wilson abstaining) have determined not to seek shareholder approval under section 208 of the Corporations Act.
Pursuant to and in accordance with the requirements of NSX Listing Rule 6.44, the following information is provided in relation to the proposed grant of Director Options pursuant to Resolutions 5 – 9 (inclusive):
Each of Messrs Ashurst, Bangura, Couch, Smith and Wilson are related parties of the Company by virtue of being a Director;
The Company proposes to issue a total of 1,000,000 Options to an employee as part of their employment contract with the Company (Option Placement).
The employee is not a related party of the Company.
NSX Listing Rule 6.25 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
The effect of Resolution 10 will be to allow the Directors to issue the Options pursuant to the Options Placement and retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in NSX Listing Rule 6.25 without the requirement to obtain prior Shareholder approval.
The following information is provided in relation to the Option Placement:
The Board has resolved, subject to Shareholder approval, to issue a total of 5,000,000 Shares to Dr Stuart Lake as part of his remuneration package for his appointment as Chief Executive Officer with the Company, which will be issued in 5 tranches of 1,000,000 Shares upon the achievement of either of the following:
"Significant" means a sale or farm out of the Company's assets, or a farm in acquiring an interest in a licence which would include but not be limited to:
The Remuneration Committee (acting reasonably) will determine the satisfaction of a Milestone.
Notwithstanding the foregoing, if there is a "Change in Control" of the Company, all remaining Shares not issued to Dr Lake will be immediately issued to Dr Lake without the achievement of the Milestones. A "Change in Control" means the occurrence of any of the following events:
(a) the purchase or acquisition of any Shares which results in any holder beneficially owning, or exercising control or direction over, an aggregate shareholding of Shares carrying 50% or more of the voting rights of the Company or the right to control the composition of its Board or the right directly or indirectly to exercise or control the exercise of 50% or more of the voting power at meetings of the Board;
A change of control is not deemed to have taken place where a change of control arises by virtue of a reorganization, the effect of which is that a holding company is interposed between the Company and the existing Shareholders of the Company and the holdings of such shareholders in such holding company immediately following the reorganization corresponds to their holdings in the Company immediately before such reorganization.
If Dr Lake's employment with the Company is terminated before the issue of the 5,000,000 Shares for achievement of the Milestones, no further Shares will be issued to Dr Lake by the Company.
The Board considers it usual practice for the executive's remuneration to have a cash component and an equity component to further align the executive's interest with that of Shareholders.
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.
In addition, NSX Listing Rule 6.44 also requires shareholder approval by special resolution to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in NSX's opinion, such that approval should be obtained unless an exception in NSX Listing Rule 6.44 applies.
The issue of the Shares to Stuart Lake requires the Company to obtain Shareholder approval under NSX Listing Rule 6.44 because, as a Director, Stuart Lake is a related party of the Company.
The issue of the Shares to Stuart Lake constitutes a 'financial benefit' as defined in the Corporations Act. Accordingly, the proposed grant of issue of the Shares to Stuart Lake will constitute the provision of a financial benefit to a related party of the Company.
It is the view of the directors (with Stuart Lake abstaining) that the exception under section 211(1) of the Corporations Act (reasonable remuneration benefits) applies to the issue of the Shares to Stuart Lake. Accordingly, the Directors (with Stuart Lake abstaining) have determined not to seek shareholder approval under section 208 of the Corporations Act.
Pursuant to and in accordance with the requirements of NSX Listing Rule 6.44, the following information is provided in relation to the proposed issue of the Shares:
(a) the related party is Stuart Lake and he is a related party by virtue of being a Director;
Shareholders are requested to contact the Company Secretary on (+ 61 8) 9388 0744 if they have any queries in respect of the matters set out in these documents.
2013 Annual Report means the Company's annual financial statements for the year ended 31 December 2013.
A\$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means the Australian Securities and Investments Commission.
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 NSX declares is not a business day.
Closely Related Party of a member of the Key Management Personnel, a spouse or child of the member; a child of the member's spouse; a dependent of the member or the member's spouse; 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; a company the member controls; or a person prescribed by the Corporations Regulations 2001 (Cth).
Company means African Petroleum Corporation Limited (ACN 125 419 730).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Director Options means an option to acquire a Share on the terms set out in Schedule 1.
Directors mean the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.
Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.
NSX means the National Stock Exchange of Australia Limited.
NSX Listing Rules means the Listing Rules of NSX.
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 31 December 2013.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
US\$ means United States dollars.
WST means Western Standard Time as observed in Perth, Western Australia.
The Director Options entitle the holder to subscribe for Shares on the following terms and conditions:
The Options entitle the holder to subscribe for Shares on the following terms and conditions:
Lodge your vote:
Online: www.investorvote.com.au
*S000001Q01*
T 000001 000 AOQ MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
All your securities will be voted in accordance with your directions.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
| MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 |
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes. |
I | 9999999999 I ND |
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| Proxy Form | Please mark | to indicate your directions | |||
| STEP 1 | Appoint a Proxy to Vote on Your Behalf | XX | |||
| I/We being a member/s of African Petroleum Corporation Limited hereby appoint the Chairman OR of the Meeting |
| PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s). |
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| that Meeting. the Chairman. |
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of African Petroleum Corporation Limited to be held at 32 Harrogate Street, West Leederville, Western Australia, on Friday, 30 May 2014 at 9:00am (WST) and at any adjournment or postponement of Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5, 6, 7, 8, 9, 10 and 11 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6, 7, 8, 9, 10 and 11 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes |
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| voting on Resolutions 1, 5, 6, 7, 8, 9, 10 and 11 by marking the appropriate box in step 2 below. | Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from | ||||
| STEP 2 | Items of Business | | PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. |
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| Against For |
Abstain | Against Abstain For |
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| Resolution 1 | Adoption of Remuneration Report |
Resolution 9 | Approval to issue options – Anthony Wilson |
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| Resolution 2 | Re-election of Director – Timothy Turner |
Resolution 10 | Approval to issue options |
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| Resolution 3 | Re-election of Director – James Smith |
Resolution 11 | Approval to issue shares |
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| Resolution 4 | Re-election of Director – Anthony Wilson |
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| Resolution 5 | Approval to issue options – Mark Ashurst |
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| Resoltuion 6 | Approval to issue options – Gibril Bangura |
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| Resolution 7 | Approval to issue options – Jeffrey Couch |
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| Resolution 8 | Approval to issue options – James Smith |
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| SIGN Individual or Securityholder 1 |
The Chairman of the Meeting intends to vote all available proxies in favour of each item of business. Signature of Securityholder(s) |
Securityholder 2 | This section must be completed. | Securityholder 3 | |
| Sole Director and Sole Company Secretary | Director | Director/Company Secretary | |||
| Contact | / / |
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