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RANGE INTERNATIONAL LIMITED — AGM Information 2024
Apr 29, 2024
65662_rns_2024-04-29_e5af07aa-6acc-4379-bfff-c8ba7636c27e.pdf
AGM Information
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Range International Limited L5, 137-139 Bathurst St Sydney, NSW 2000 ACN: 611 998 200
www.rangeinternational.com
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Range International Limited
Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form
30 May 2024
9:00am AEST
Address Level 5, 126 Phillip Street, Sydney, NSW 2000
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.
Contents
| Contents | |
|---|---|
| Venue and Voting Information | 2 |
| Notice of Annual General Meeting – Agenda and Resolutions | 4 |
| Notice of Annual General Meeting – Explanatory Statement | 7 |
| Glossary | 11 |
| Annexure A – Statement from the outgoing auditor | Attached |
| Annexure B - Appointment of Auditor Notice of Nomination | Attached |
| Proxy Form | Attached |
Important Information for Shareholders about the Company’s 2024 AGM
This Notice is given based on circumstances as at 30 April 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.rangeinternational.com. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.
Venue and Voting Information
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:00am AEST on Thursday 30 May 2024 at Level 5, 126 Phillip Street, Sydney, NSW 2000.
Your vote is important
The business of the Annual General Meeting affects your shareholding and your vote is important.
Voting in person
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
Voting by proxy
To vote by proxy, please use one of the following methods:
| Online | Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideat https://www.automicgroup.com.au/virtual-agms/ |
|---|---|
| By post | Automic, GPO Box 5193, Sydney NSW 2001 |
| By hand | Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 |
| By email | Completing the enclosed Proxy Form and emailing it to: [email protected] |
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Power of Attorney
If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Shareholders of Range International Limited ACN 611 998 200 will be held at 9:00am AEST on Thursday 30 May 2024 at Level 5, 126 Phillip Street, Sydney, NSW 2000 ( Meeting ).
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms 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 7:00PM AEST on Tuesday 28 May 2024.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
Agenda
Ordinary business
Financial statements and reports
“To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 December 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”
Note : This item of ordinary business is for discussion only and is not a resolution .
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Resolutions
Remuneration Report
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 31 December 2023.”
Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:
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(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
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(b) it is not cast on behalf of a Restricted Voter.
If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.
- Re election of Director
2. Resolution 2 – Re-election of Stephen Bowhill as Director
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That Stephen Bowhill, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Change of Auditor
3. Resolution 3 – Removal of Auditor
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“That, for the purposes of section 329 of the Corporations Act and for all other purposes, approval is given for the removal of LNP Audit and Assurance Pty Ltd (ABN 65 155 188 837), as the current auditor of the Company, effective immediately.”
4. Resolution 4 – Appointment of Auditor
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“That, subject to Resolution 3 being passed, for the purposes of section 327 of the Corporations Act and for all other purposes, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor of the Company, approval is given for the appointment of Stantons International Audit and Consulting Pty Ltd (ABN 84 144 581 519), effective immediately.”
BY ORDER OF THE BOARD
David Hwang Company Secretary 30 April 2024
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Explanatory Statement
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 (AEST) on 30 May 2024 at Level 5, 126 Phillip Street, Sydney, NSW 2000.
The 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.
If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.
Full details of the business to be considered at the Annual General Meeting are set out below.
Agenda
Ordinary business
Financial statements and reports
In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 December 2023 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.
In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://www.rangeinternational.automic.com.au/documents.
No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.
The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:
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Conduct of the audit;
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Preparation and content of the Auditor’s Report;
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Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
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Independence of the auditor in relation to the conduct of the audit.
Written questions of the auditor
If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.
Please note that all written questions must be received at least five business days before the Meeting, which is by 23 May 2024.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Resolutions
Remuneration Report
Resolution 1 – Adoption of Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.
The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://www.rangeinternational.automic.com.au/documents.
However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2025 Annual General Meeting ( 2025 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2025 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2025 AGM. All of the Directors who were in office when the 2025 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.
The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.
Voting
Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.
Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.
Directors’ Recommendation
The Board is not making a recommendation for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Resolution 2 – Re-election of Stephen Bowhill as Director
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.
Stephen Bowhill was appointed a Director of the Company on 14 April 2020 and was last re-elected as a Director at the 2022 Annual General Meeting held on 31 May 2022.
Under this Resolution, Stephen Bowhill has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.
Biography of Stephen Bowhill
Stephen brings over thirty years of business leadership experience to Range International, with a proven track record and focus on sales growth and business transformation, having led and grown several businesses in Australia and run sales teams in Asia and Australia.
Stephen joined Range as Chief Executive Officer in 2018 and was subsequently appointed as Managing Director. During the period from late 2018 until mid-2021, he was primarily responsible for introducing new and cheaper waste streams, new pallets, new strategic client relationships, improving COGS/GM and building relationships with NFP/ potential grant providers. Stephen stepped down as Managing Director of the Company in November 2021 due to Covid-19 making travel to Indonesia impractical and remains on the Board as a Non-Executive Director to help maximise Range’s chances of success in the future.
Stephen was previously a Director of the Australian and Asian activities for VivoPower International PLC, a Nasdaq listed global solar developer (NASDAQ: VVPR) and served on the Board of VivoPower’s Australian subsidiary companies (Aevitas, Kenshaw and J.A.Martin). Prior to VivoPower, he was Managing Director of an Australian Securities Exchange (ASX) listed IT research company, IDEAS International (ASX:IDE). Within five years, he delivered a ten-fold increase in the company’s valuation and secured its sale to Gartner Inc.
Directors’ Recommendation
The Directors (excluding Mr Bowhill) recommend that Shareholders vote for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Change of Auditor
Resolutions 3 and 4 – Removal and Appointment of Auditors
Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months’ notice of intention to move the resolution has been given. However, it should be noted that under this section, if a company calls a meeting after the notice of intention is given under section 329(1A) of the Corporations Act, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.
Resolution 3 is an ordinary resolution seeking the removal of LNP Audit and Assurance Pty Ltd (ABN 65 155 188 837) ( LNP ) as the auditor of the Company. An auditor may be removed in a general meeting provided that the notice of intention to remove the auditor has been received by the Company.
In accordance with section 329(2) of the Corporations Act, the Company confirms a copy of the notice of intention was sent to LNP and ASIC.
For the purposes of sections 329(3) and 329(4) of the Corporations Act, the Company has received a statement from LNP as the outgoing auditor, a copy of which is attached in Annexure A of this Notice.
The Company notes that as previously advised to Shareholders, its liquidity pressures in recent years have been significant, and whilst the Company’s cash position has improved, it has been focussed on reducing costs where possible. The Company considers that there are cost effective alternatives compared to LNP (who have been the Company’s auditors for at least two financial year periods) which should be pursued in the interests of Shareholders. Given time sensitivities and in the interests of expediency, the tabling of Resolution 3 at this AGM is appropriate in the circumstances.
The Company notes that although LNP, as the Company’s auditor provided a disclaimer of opinion with respect to the annual financial report for the periods ended 30 December 2022 and 30 December 2023, the Board maintains its view that the accounts are a true and fair view of the Company’s financial position and performance. To this end, the Board has and will continue to attend to any outstanding issues in relation to its accounts.
Under section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act.
Resolution 4 is a special resolution seeking the appointment of Stantons International Audit and Consulting Pty Ltd (ABN 84 144 581 519) as the new auditor of the Company. As required by the Corporations Act, a nomination for Stantons International Audit and Consulting Pty Ltd to be appointed as the auditor of the Company has been received from a Shareholder of the Company. A copy of the nomination of Stantons International Audit and Consulting Pty Ltd as auditor is set out at Annexure B.
Stantons International Audit and Consulting Pty Ltd has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act, subject to Shareholder approval of this Resolution.
Subject to Resolutions 3 and 4 being passed, the appointment of Stantons International Audit and Consulting Pty Ltd as the Company’s auditor will take effect immediately, at the close of the Meeting.
Directors’ Recommendation
The Board of Directors recommend that Shareholders vote for Resolutions 3 and 4.
The Chair intends to vote all undirected proxies in favour of this Resolution.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Enquiries
Shareholders are asked to contact the Company Secretary on [email protected] if they have any queries in respect of the matters set out in these documents.
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Glossary
AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.
Annual Financial Report means the 2023 Annual Report to Shareholders for the period ended 31 December 2023 as lodged by the Company with ASX.
Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.
ASIC means Australian Securities and Investment Commission.
Associate has the meaning given to it by the ASX Listing Rules.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.
ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.
Auditor’s Report means the auditor’s report of LNP Audit and Assurance Pty Ltd as included in the Annual Financial Report.
Board means the current board of Directors of the Company.
Business Day means a day on which trading takes place on the stock market of ASX.
Chair means the person chairing the Meeting.
Closely Related Party of a member of the KMP means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependant of the member or of the member’s spouse;
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(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 dealings with the Company;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporation Regulations 2001 (Cth).
Company or Range International Limited means Range International Limited ACN 611 998 200.
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.
Director means a current director of the Company.
Directors’ Report means the report of Directors as included in the Annual Financial Report.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.
Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 30 April 2024 including the Explanatory Statement.
Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
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Proxy Form means the proxy form attached to this Notice of Meeting.
Remuneration Report means the remuneration report as set out in the Annual Financial Report. Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.
Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.
Securities mean Shares and/or Options (as the context requires).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Share Registry means Automic Pty Ltd.
Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.
Spill Meeting means the meeting that will be convened within 90 days of the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.
Spill Resolution means the resolution required to be put to Shareholders at the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.
Trading Day has the meaning given to that term in ASX Listing Rule 19.12.
VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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Annexure A – Statement from the outgoing auditor
Range International Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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ABN 65 155 188 837 ABN 65 155 188 837
L8 309 Kent Street Sydney NSW 2000 L8 309 Kent Street Sydney NSW 2000 L24 570 Bourke Street Melbourne VIC 3000 L24 570 Bourke Street Melbourne VIC 3000 L14 167 Eagle Street Brisbane QLD 4000 L14 167 Eagle Street Brisbane QLD 4000 L28 140 St Georges Terrace Perth WA 6000 1300 551 266
www.lnpaudit.com 1300 551 266 www.lnpaudit.com
22 April 2024
The Directors of the Board Range International Limited Level 5, 137-139 Bathurst Street Sydney NSW 2000
Dear Directors
Re: Range International Limited, ACN 611 998 200
We confirm the following in relation to the abovementioned Company as at the date of this communication:
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There are no matters that require reporting by us to ASIC in relation to our audit of the Company for the year ended 31 December 2023 and any such matters which come to our attention before our removal as auditors will be reported to ASIC;
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There are no disagreements between us and the Company;
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We are not aware of any evidence of opinion shopping;
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We are not aware of any circumstances or matters connected with us ceasing to hold office as auditor which should be brought to ASIC’s attention; and
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We are not aware of any reasons that may give rise to an inability to complete an audit.
Further, we do not see any reason why we should not be removed as auditors of the Company.
Yours faithfully
LNP Audit and Assurance Pty Ltd
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Archana Kumar Director
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Annexure B - Appointment of Auditor Notice of Nomination
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Nomination of Auditor
22 April 2024
Attention: Company Secretary Range International Limited I 611 998 200 Level 5, 137-139 Bathurst Street Sydney, NSW, 2000
For the purposes of section 328B of the Corporations Act 2001 (Cth), we, Shell Cove Investment Corporation Pty Ltd and Kizoz Pty Ltd, being members of Range International Limited ACN 611 998 200 (Company) that holds at least 5% of the shares, hereby nominate Stantons International Audit and Consulting Pty Ltd ABN 84 144 581 519 of 40 Kings Park Road, West Perth WA 6005 Australia for appointment as auditors of the Company.
Yours sincerely
Richard Jenkins Director of Shell Cove Investment Corporation Pty Ltd Director of Kizoz Pty Ltd
Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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Range International Limited | ABN 22 611 998 200
Your proxy voting instruction must be received by 09.00am (AEST) on Tuesday, 28 May 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Lodging your Proxy Voting Form:
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
Online
The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. https://investor.automic.com.au/#/loginsah or scan the QR code below using your STEP 1 – APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING
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Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking 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.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.
BY MAIL: Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic: WEBSITE: https://automicgroup.com.au/
PHONE:
1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Range International Limited, to be held at 09.00am (AEST) on Thursday, 30 May 2024 at Level 5, 126 Phillip Street, Sydney, NSW 2000 hereby:
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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
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| 1 Adoption of Remuneration Report |
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| 2 Re-election of Stephen Bowhill as Director |
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| 3 Removal of Auditor |
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| 4 Appointment of Auditor |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on | a show of | hands or on | |
| a poll and your votes will not be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
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| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
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| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |