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SILEX SYSTEMS LIMITED — AGM Information 2024
Oct 20, 2024
65815_rns_2024-10-20_6d2cce26-3991-4048-9c45-c048c9115a1d.pdf
AGM Information
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Notice of 2024 Annual General Meeting
21 October 2024
Silex Systems Limited (Silex) (ASX: SLX) (OTCQX: SILXY) is today releasing the Notice of Meeting, Proxy Form and Notice and Access letter in relation to the Silex 2024 Annual General Meeting (AGM) to be held as a hybrid meeting on Friday, 22 November 2024 at 11.00am (Sydney time).
A copy of the 2024 Annual Report is available on the Silex website at: www.silex.com.au. We look forward to updating shareholders on all of our activities at the upcoming AGM.
Authorised for release by the Silex Board of Directors.
Further information on the Company's activities can be found on the Silex website: www.silex.com.au or by contacting:
Michael Goldsworthy Julie Russell CEO/Managing Director CFO/Company Secretary T +61 2 9704 8888 T +61 2 9704 8888 E [email protected] E [email protected]
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Notice of 2024 Annual General Meeting
Notice is given that the 2024 Annual General Meeting (AGM) of Silex Systems Limited (the Company, Silex) will be held as a hybrid meeting providing Shareholders with the opportunity to either attend in person or to participate online.
The meeting will be held on Friday, 22 November 2024 at 11.00am (Sydney time).
To attend in person and engage with Directors, Shareholders are invited to attend Dentons Australia Limited, 77 Castlereagh Street, Sydney NSW 2000.
The AGM will also be accessible to Shareholders via a live webcast as well as providing an online platform which will include the facility for Shareholders to ask questions in relation to the business of the meeting and to vote in real time at the meeting. These processes are set out in this Notice of Meeting.
The Directors of Silex encourage Shareholders to participate in the meeting via the online platform. Whilst Shareholders will be able to vote online during the meeting, this carries inherent risks, including in relation to the quality of your internet connection to the AGM webcast. Accordingly, Shareholders are encouraged to lodge a proxy ahead of the meeting, even if they are participating online.
Please lodge your proxy vote online at: www.investorvote.com.au prior to 11.00am Sydney time on Wednesday, 20 November 2024.
The Explanatory Memorandum to this Notice provides Shareholders with additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice. Please consider them in their entirety.
We invite Shareholders to submit questions in advance of the meeting. Questions may be submitted by emailing [email protected] or by submitting an online question when lodging your proxy vote online at www.investorvote.com.au.
This Notice of Meeting, which includes the following Agenda, Additional Information and Explanatory Memorandum, details the formal business to be dealt with at the AGM. In summary, this includes the following items of business:
- 1. Receive and consider the formal reports for the 2024 financial year;
- 2. Adopt the 2024 Remuneration Report; and
- 3. Elect Ms Susan Corlett as a Non-executive Director of the Company.
The Board recommend that Shareholders vote in favour of the resolutions in items 2 and 3.

The Board of Silex has 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 as Shareholders at 7.00pm Sydney time on Wednesday, 20 November 2024.
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How to participate in the AGM online:
By participating in the Meeting online, Shareholders will be able to:
- hear from representatives of the Company and view the Meeting presentations;
- submit questions at the appropriate time whilst the Meeting is in progress. The Chair will announce the appropriate time during the Meeting; and
- vote during the Meeting.
If you choose to participate in the Meeting online, registration will open 30 minutes before the Meeting.
To participate in the Meeting online, Shareholders will need to enter this URL in the browser of their computer or mobile device: https://meetnow.global/MFYLGTF.
Once you have entered the URL, you will need the following information to participate in the AGM in real-time:
- Your username, which is your SRN/HIN as set out in your Proxy Form; and
- Your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders should refer to the Virtual Meeting Guide for their password details.
Further information regarding participating in the AGM online, including browser requirements, is detailed in the Virtual Meeting Guide available at:
www.computershare.com.au/virtualmeetingguide.
Technical difficulties:
Technical difficulties may arise during the course of the Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that technical difficulties arise. In exercising his discretion, the Chair will have regard to the number of members impacted and the extent to which participation in the business of the Meeting is affected.
How to submit your vote in advance of the meeting:
Proxy votes must be received by 11.00am Sydney time on Wednesday, 20 November 2024 to be valid for the purpose of voting at the meeting.
Instructions on how to appoint a proxy are on the online voting website, www.investorvote.com.au. Your proxy may be appointed in a variety of ways described on page 4 of this Notice of Meeting under Additional Information.

AGENDA
ORDINARY BUSINESS
FINANCIAL STATEMENTS AND REPORTS
To receive and consider:
- (a) the financial report of the Company;
- (b) the Directors' Report; and
- (c) the Auditor's Report,
for the year ended 30 June 2024. There is no vote on this item of business.
Notes: Except as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business. For those Shareholders who have not elected to receive a hardcopy of the Company's Annual Report, the Annual Report is available on the Silex website at www.silex.com.au.
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A. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"THAT the Remuneration Report for the year ended 30 June 2024 be adopted."
Note: The Remuneration Report is set out on pages 32 to 44 of the Company's Annual Report.
Voting Exclusion Statement – Resolution 1
Pursuant to section 250R and in accordance with 250BD of the Corporations Act 2001, a vote must not be cast by, or on behalf of, a member of the Key Management Personnel, or closely related parties of such member (each, an Excluded Person).
However, the Excluded Person may cast a vote on this Resolution if:
- (a) the vote is not cast on behalf of another Excluded Person and they have been appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
- (b) the Excluded Person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution, and expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
B. RESOLUTION 2 – ELECT MS SUSAN CORLETT AS A DIRECTOR
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"THAT Ms Susan Corlett, being a Director of the Company, who retires as a Director in accordance with Rule 6.1(e) of the Constitution of the Company and, being eligible, offers herself for election, is elected as a Director of the Company, and her appointment shall take effect on and from the date that this resolution is passed."

_____________________________________________________________________________________________________ ADDITIONAL INFORMATION
The Explanatory Memorandum following provides further details of the proposed resolutions.
- 1. For the purposes of this meeting, Shares will be taken to be held by the persons who are registered as Shareholders at 7.00pm Sydney time on Wednesday, 20 November 2024. Accordingly, transactions registered after that time will be disregarded in determining Shareholders entitled to attend and vote at the Meeting.
- 2. A Shareholder entitled to attend and vote is entitled to appoint no more than two (2) proxies.
- 3. Votes may be cast "For", "Against" or not voted on a resolution ("Abstain"). A Shareholder may direct a proxy how to vote on any resolution by placing a mark (e.g., a cross) in the appropriate box on the Proxy Form and their votes may only be exercised in that manner.
- 4. If a Shareholder is entitled to cast two (2) or more votes at the AGM, the Shareholder may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise on a poll. If the appointment does not specify the proportion or the number of the Shareholder's votes that each proxy may exercise, each proxy is entitled to exercise half of the Shareholder's votes on a poll. Fractions will be disregarded. A proxy need not be a Shareholder of the Company.
- 5. The form of proxy must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be signed either under seal or under the hand of a duly authorised officer, representative or attorney. In the case of joint holders, the form of proxy should be signed by all holders.
- 6. To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney must be lodged at the registered office or the share registry of the Company, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001 (or by facsimile to 1800 783 447 within Australia or +61 3 9473 2555 outside Australia) at least 48 hours prior to the AGM (that is, by no later than 11.00am Sydney time on Wednesday, 20 November 2024). A form of proxy accompanies this Notice of AGM.
- 7. Alternatively, you may appoint a proxy using an electronic facility available at the website www.investorvote.com.au. At the website, Shareholders will be able to view an electronic version of the Proxy Form, which will accept proxy appointments and register them accordingly.
- 8. Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.
- 9. Please refer to the accompanying Proxy Form for further detailed information regarding how to vote on items of business.
- 10. The Chair intends to call a poll on each of the resolutions set out in this Notice of Meeting.

_____________________________________________________________________________________________________ EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.
FINANCIAL STATEMENTS AND REPORTS
Under the Corporations Act 2001, the Company's 2024 Annual Report to Shareholders, which includes the Financial Report, as well as the Directors' Report (which includes the Remuneration Report) and the Auditor's Report, must be laid before the Meeting. The Company's 2024 Annual Report is available on the Company's website at www.silex.com.au and has been distributed.
Shareholders are not required to vote on the Financial Report or the Directors' and Auditor's Reports. However, an opportunity for Shareholders to discuss these reports will be provided at the Meeting. Shareholders may also submit questions in advance of the meeting as outlined on page 1 of this Notice of Meeting.
RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT
The Directors' Report for the year ended 30 June 2024 contains the Remuneration Report, which sets out the policy for the remuneration of the Directors and other Key Management Personnel. The Remuneration Report is set out on pages 32 to 44 of the Company's 2024 Annual Report which is available from the Company's website at www.silex.com.au. An opportunity to discuss the Remuneration Report will be provided at the Meeting.
The Company's remuneration strategy is designed to provide a link between the achievement of the Company's strategic objectives and executive rewards. It is designed to reward, motivate and retain the Company's executive team through market competitive remuneration and benefits, to support the success of the Company's business and ultimately to create shareholder value.
The Corporations Act 2001 requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act 2001 expressly provides that the vote is advisory only, and does not bind the Directors or the Company. The Board of the Company will take into account the discussion on this Resolution and the outcome of the vote when considering the future remuneration arrangements of the Company.
The Corporations Act 2001 provides Shareholders with the opportunity to remove the whole board (except the CEO/Managing Director) if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings. The Company's Remuneration Report did not receive a Strike at the 2023 AGM. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the Company's 2025 AGM, this may result in a re-election of the Board.
Resolution 1 is an ordinary resolution. The Chair intends to exercise all available proxies in favour of Resolution 1. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.
Board Recommendation
The Board recommends that Shareholders vote in favour of this Resolution.

RESOLUTION 2 – ELECT MS SUSAN CORLETT AS A DIRECTOR
The Company announced on 14 October 2024 the intended appointment of Ms Susan Corlett as a Director of the Company effective 22 November 2024, in accordance with Rule 6.1(d) of the Company's Constitution.
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Rule 6.1(e) of the Company's Constitution requires a Director appointed under Rule 6.1(d) to retire at the next Annual General Meeting and, under Rule 6.1(i), the retiring Director is eligible for election for that office. The Director referred to in Resolution 2 (Ms Susan Corlett) is retiring in accordance with Rule 6.1(e) and, being eligible, offers herself for election.
Ms Susan Corlett
BSc (Geo, Hons), FAUSIMM, GAICD
Independent Non-executive Director
Appointed: November 2024
Board Committees: Member of the Remuneration & Nomination Committee Member of the Audit Committee
Ms Susan Corlett is a professional non-executive director with over 30 years' experience in exploration, mining operations, mining finance and investment. Ms Corlett was most recently an Investment Director for Pacific Road Capital Limited, a global mining private equity fund following a career in project finance and corporate transactions for Standard Bank Limited, Deutsche Bank and Macquarie Bank.
Ms Corlett currently serves as a non-executive director of ASX-listed companies, Mineral Resources Limited, Iluka Resources Limited and Aurelia Metals Limited. Ms Corlett also currently serves as a Trustee of the Australasian Institute of Mining and Metallurgy (AusIMM) Education Endowment Fund.
Ms Corlett's qualifications include a Bachelor of Science (Honours in Geology) from the University of Melbourne and she is a graduate of the Australian Institute of Company Directors, Fellow of the AusIMM and a member of Chief Executive Women.
If elected, the Board considers Ms Corlett will be an independent director.
Board Recommendation
The Board recommends (with Ms Corlett abstaining and not voting) that Shareholders vote in favour of this Resolution.

In the Notice of Meeting and Explanatory Memorandum the term 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.
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By order of the Board of Directors
Julie Russell Company Secretary
Dated: 21 October 2024

Need assistance?

Phone: 1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia)
Online: www.investorcentre.com/contact
SLX MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Silex Systems Limited Annual General Meeting
The Silex Systems Limited Annual General Meeting will be held on Friday, 22 November 2024 at 11:00 am (AEDT). You are encouraged to participate in the meeting using the following options:

MAKE YOUR VOTE COUNT
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

SRN/HIN: I9999999999 Control Number: 999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For your proxy appointment to be effective it must be received by 11:00 am (AEDT) Wednesday, 20 November 2024.

ATTENDING THE MEETING VIRTUALLY
To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MFYLGTF
For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

ATTENDING THE MEETING IN PERSON
The meeting will be held at: Dentons Australia Limited, 77 Castlereagh Street, Sydney, NSW 2000
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Need assistance?

Phone: 1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia)
Online: www.investorcentre.com/contact
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Wednesday, 20 November 2024.
Proxy Form
SLX
How to Vote on Items of Business Lodge your Proxy Form:
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
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 or abstain as they choose (to the extent permitted by law). 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.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
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.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
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Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
| MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030 | Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with 'X') should adviseyour broker of any changes. | |||||||
|---|---|---|---|---|---|---|---|---|
| Proxy FormStep 1 | Appoint a Proxy to Vote on Your Behalf | Please mark | to indicate your directions | XX | ||||
| I/We being a member/s of Silex Systems Limited hereby appoint | ||||||||
| the Chair | ORof the Meeting | PLEASE NOTE: Leave this box blank ifyou have selected the Chair of theMeeting. Do not insert your own name(s). | ||||||
| postponement of that meeting. | or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to actgenerally 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 theextent permitted by law, as the proxy sees fit) at the Annual General Meeting of Silex Systems Limited to be held at Dentons Australia Limited,77 Castlereagh Street, Sydney, NSW 2000 on Friday, 22 November 2024 and online at 11:00am (AEDT) and at any adjournment orChair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meetingas my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Item 1 (exceptwhere I/we have indicated a different voting intention in step 2) even though Item 1 is connected directly or indirectly with the remuneration of a | |||||||
| member of key management personnel, which includes the Chair.Item 1 by marking the appropriate box in step 2. | Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on | |||||||
| 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 yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority. | ||||||
| For | Against | Abstain | ||||||
| Item 1 | Adoption of the Remuneration Report | |||||||
| Item 2 | Elect Ms Susan Corlett as a Director |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
| Step 3 | Signature of Securityholder(s) | This section must be completed. | ||
|---|---|---|---|---|
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 | ||
| // | ||||
| Sole Director & Sole Company Secretary | Director | Director/Company Secretary | Date | |
| Update your communication detailsMobile Number | (Optional) | Email Address | By providing your email address, you consent to receive future Noticeof Meeting & Proxy communications electronically | |