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REACH RESOURCES LIMITED — Proxy Solicitation & Information Statement 2021
Apr 14, 2021
65731_rns_2021-04-14_9d8a939e-5c36-433f-9b28-a60262784472.pdf
Proxy Solicitation & Information Statement
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15 April 2021
Dear Shareholders,
EXTRAORDINARY GENERAL MEETING
The shareholder meeting is scheduled to be held on Monday, 17 May 2021 at 10:00am (AWST) ( Meeting ).
The Company is closely monitoring the impact of the COVID-19 virus in Western Australia and following guidance from the Federal and State Governments. Having considered the current circumstances, at this stage the Directors have made the decision that a physical meeting will be held. Accordingly, Shareholders will be able to attend the Meeting in person.
The temporary relief measures issued by the Australian Securities and Investments Commission ( ASIC ), which enabled virtual meetings and electronic dispatch of notices under Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, have now expired. However, ASIC has confirmed that until the earlier of 31 October 2021 and the date on which Parliament passes amending legislation, companies can rely on ASIC’s no-action position in relation to distribution of meeting materials electronically.
The Company will therefore not be sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from the link set out below.
The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting and register their attendance prior to the Meeting if they intend to attend. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.
Please find below links to important Meeting documents:
Notice of Meeting and Explanatory Statement: https://www.cervantescorp.com.au/investors/asx-annoucements/
Alternatively, a complete copy of the important Meeting documents has been posted on the Company’s ASX market announcements page.
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents.
In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.advancedshare.com.au and Register as a member with your unique shareholder identification number and postcode (or country for overseas residents).
If you are unable to access any of the important Meeting documents online please contact the Company on +61 6436 2300 or via email at [email protected].
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The Australian government and the respective State governments are implementing a wide range of measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s website at www.cervantescorp.com.au and the Company’s ASX Announcement Platform at www.asx.com.au (ASX: CVS).
This announcement is authorised for market release by the Board of Cervantes Corporation Limited.
Sincerely,
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Justin Vost
Non-Executive Director
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PROXY FORM
CERVANTES CORPORATION LIMITED ACN 097 982 235
3030 CVS-88002253559
| Sub-Register | CHESS |
|---|---|
| HIN / SRN |
GENERAL MEETING
I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR: the Chair of the Meeting as my/our 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, at the Meeting to be held at 10:00am, on 17 May 2021 at Level 4, The Read Buildings, 16 Milligan Street, Perth WA 6000, and at any adjournment thereof.
CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES
The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
| Voting on business of the Meeting | FOR | FOR | AGAINST | AGAINST | ABSTAIN | ABSTAIN | |
|---|---|---|---|---|---|---|---|
| Resolution 1Approval to Issue Shares and Options | |||||||
| Resolution 2Approval to issue Options | |||||||
| Resolution 3Issue of Options to Collin Vost – Participation in Option Placement | |||||||
| Resolution 4Issue of Options to Justin Vost – Participation in Option Placement | |||||||
| Resolution 5Issue of Options to Marcus Flis – Participation in Option Placement | |||||||
| 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. | |||||||
| If two proxies are being appointed, the proportion of voting rights this proxy represents is: | % | ||||||
| Signature of Shareholder(s): | |||||||
| Individual or Shareholder 1Shareholder 2 | Shareholder 3 | ||||||
| Sole Director/Company SecretaryDirector | Director/Company Secretary | ||||||
| Date: | |||||||
| Contact name: | Contact ph (daytime): | ||||||
| Consent for contact by e-mail in | |||||||
| E-mail address: | relation to this Proxy Form: | YES | NO |
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Instructions for completing Proxy Form
1. Appointing a proxy
A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
2. Direction to vote
A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.
3. Compliance with Listing Rule 14.11
In accordance to Listing Rule 14.11, if you hold Shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the Shares, you are required to ensure that the person(s) or entity/entities for which you hold the Shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.
By lodging your proxy votes, you confirm to the Company that you are in compliance with Listing Rule 14.11.
4.
Signing instructions :
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Individual : Where the holding is in one name, the Shareholder must sign.
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Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.
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Power of attorney : If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
-
Companies : Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
5. Attending the Meeting
Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
6. Lodgement of Proxy Form
Proxy forms can be lodged by completing and signing the enclosed Proxy Form and returning by:
-
(a) post to Cervantes Corporation Limited, PO Box 1196, South Perth WA 6951;
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(b) facsimile to the Company on facsimile number +61 8 9367 2450;
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(c) hand delivering to Cervantes Corporation Limited; or
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(d) email to the Company at [email protected];
so that it is received not less than 48 hours prior to commencement of the Meeting. Proxy Forms received later than this time will be invalid.
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