AMEX RESOURCES LIMITED ACN 089 826 237
Incorporating Explanatory Statement and Proxy Form
Date: Monday, 16 November 2015
Time: 1 pm (WST)
Place: The Celtic Club, 48 Ord Street, West Perth, Western Australia
These documents should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the Annual General Meeting of Shareholders of Amex Resources Limited ACN 089 826 237 (Company) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Monday, 16 November 2015 at 1 pm (WST).
The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the various matters to be considered at the meeting and includes a glossary of defined terms.
To receive and consider the financial report of the Company together with the reports of the Directors and Auditor for the year ended 30 June 2015.
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Resolution 1 - Adoption of Remuneration Report
To consider and if thought fit to pass, with or without amendment, the following as a non- binding resolution:
'That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2015 be adopted.'
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting prohibition statement
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:
a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
a Closely Related Party of such a member.
However, a person described above (the Voter) may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:
the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the proposed resolution; or
the Voter is the Chair of the meeting 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 for the Company or, if the Company is part of a consolidated entity, for the entity.
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Resolution 2 - Re-election of Director - The Hon Richard Alston
To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution:
'That the Hon Richard Alston, who retires by rotation in accordance with Article 26.6 of the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director.'
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Resolution 3 - Ratification of prior placements of Options and Shares
To consider and if thought fit to pass, with or without amendment, the following as separate ordinary resolutions:
Ratification of prior placement of 2,000,000 Options to Mr Richard Petty
'That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue and allotment of 2,000,000 Options each exercisable at $0.80 and expiring
4 February 2019, to Mr Richard Petty as a financing facilitation fee on the terms and conditions set out in the Explanatory Statement.'
Ratification of prior placement of 500,000 Shares to Financier
'That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue and allotment of 500,000 Shares at an issue price of $0.60 per Share, to a nominee of Shenzen Taihongtong Investment Co Ltd, on the terms and conditions set out in the Explanatory Statement.'
ASX voting exclusion
The Company will disregard any votes cast under Resolutions 3(a) and 3(b) by any persons who participated in the placements, and any of their associates, unless the votes are cast:
by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the Chair of 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.
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Resolution 4 - Approval of Placement of up to 80,000,000 Shares
To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution:
'That for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the issue and allotment of up to 80,000,000 Shares at an issue price of at least 80% of the volume weighted average market price for Shares calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue was made, to sophisticated and professional investors and other investors to whom the placement may be made without a disclosure document, on the terms and conditions set out in the Explanatory Statement.'
ASX voting exclusion
The Company will disregard any votes cast under Resolution 4 by any person who may participate in the proposed placement and a person who might obtain a benefit, except a benefit solely in the capacity as holder of Shares, if the Resolution is passed and any of their associates unless the votes are cast:
by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the Chair of 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.
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Resolution 5 - Approval of 10% Placement Facility
To consider and if thought fit to pass, with or without amendment, the following as a special resolution:
'That for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.'
ASX voting exclusion
The Company will disregard any votes cast under Resolution 5 by any person who may participate in the proposed placement and a person who might obtain a benefit, except a benefit solely in the capacity as holder of Shares, if the Resolution is passed and any of their associates unless the votes are cast:
by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the Chair of 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.
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Resolution 6 - Approval of Issue of Director Options to Chairman
To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution:
'That for the purposes of Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the issue and allotment by the Company of 2,000,000 Director Options to the Hon Richard Alston, the Chairman of the Company, (or his nominee) on the terms and conditions set out in Annexure B of, and for the purposes and as described in, the Explanatory Statement and the issue of Shares upon exercise of those Director Options from time to time.'
ASX voting exclusion
The Company will disregard any votes cast under Resolution 6 by the Hon Richard Alston (or his nominee) and any associate of the Hon Richard Alston unless the votes are cast:
by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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 Resolution 6 must not be cast by, or on behalf of, the Hon Richard Alston or any of his associates, unless:
the vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 6; and
it is not cast on behalf of the Hon Richard Alston or any of his associates.
A person appointed as proxy must not vote on Resolution 6 if that person is either a member of the Key Management Personnel of the Company or a Closely Related Party of such a member and the proxy appointment does not specify the way the proxy is to vote on the resolution. However, this does not apply if:
the person is the Chair of the meeting; and
the proxy appointment 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.
- Resolution 7 - Approval of issue of 10,000,000 Shares and 10,000,000 New Financier Options to New Financier
the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and
if the proxy is the Chair - the proxy must vote on a poll, and must vote that way; and
if the proxy is not the Chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
if posted: 22 Emerald Terrace, West Perth, Western Australia 6005
if delivered: the registered office of the Company at 22 Emerald Terrace, West Perth, Western Australia 6005
if sent by facsimile: +61 8 9321 0320
if sent by email: gary@amex.net.au
- Resolution 1 - Adoption of Remuneration Report
Background
Under section 250R(2) of the Corporations Act, the Company must put to its shareholders at each annual general meeting a resolution adopting the report on the remuneration of the Company's directors, secretary and senior managers. The vote on this resolution is, however, advisory only and does not bind the Directors or the Company.
The Remuneration Report of the Company for the financial year ended 30 June 2015 is part of the Directors' report included in the Company's 2015 Annual Report.
Shareholders will be given a reasonable opportunity at the Meeting to comment on or to ask questions about the Remuneration Report.
Spill resolution
Under the Corporations Act, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put to the vote at the second of those meetings a resolution (spill resolution) proposing that another general meeting (the spill meeting) of members of the Company be held within 90 days. At that spill meeting, all the Directors who were directors of the Company when the resolution to make the Directors' report considered at the second annual general meeting was passed, other than the Managing Director, cease to hold office immediately before the end of the spill meeting but may stand for re-election.
A spill resolution will not be required at this Meeting as the votes against the Remuneration Report at the Company's previous annual general meeting were less than 25%.
Voting restrictions
The Corporations Act sets out restrictions on voting on a remuneration report resolution by any member of the Key Management Personnel of the Company, or a Closely Related Party of that member. If you appoint any such person as your proxy, please follow the instructions
in the Information for Shareholders section of the Notice to ensure that your vote is counted on Resolution 1.
- Resolution 2 - Re-election of Director
Background
Resolution 2 refers to Rule 26.6 of the Company's Constitution. Under that Rule, one third of the Directors (other than the Managing Director and rounded down to the nearest whole number) must retire by rotation at each annual general meeting provided that no Director (except one managing director) may retain office for more than three years.
The Director or Directors who must retire under Rule 26.6 are those who have been longest in office since their last election but, as between persons who have been in office for an equal amount of time, those to retire must be determined by the Chairman, unless otherwise agreed among themselves. The Hon Richard Alston is one of two Directors who have been longest in office since their last election and it has been agreed that he will retire by rotation at the Meeting. He is eligible for re-election.
Hon Richard Alston
Non-executive chairman
The Hon Richard Alston is a member of the global advisory board of London based hedge fund CQS LLP, a director of CQS Investment Management (Australia) Pty Ltd, Nanuk Asset Management Pty Ltd and Balmoral Gardens Pty Ltd. Since 2004 he has been an Adjunct Professor in the Business School at Bond University, Queensland. His previous corporate positions have included non-executive chairman and director of a number of listed public and private companies both in Australia and overseas.
From 2005 to 2008 he was Australian High Commissioner (Ambassador) to the United Kingdom and a Commissioner of the Commonwealth War Graves Commission. From March 1996 to October 2003 he served as Minister for Communications, Information Technology and the Arts in the Australian Federal Parliament.
Prior to entering Parliament, he practised as a barrister, with extensive experience in common law, commercial and administrative law. He holds Masters Degrees in Law and Business Administration from Monash University and Bachelor degrees in Law, Arts and Commerce from Melbourne University.
Directors' recommendation
The Directors, with the Hon Richard Alston abstaining, unanimously recommend that Shareholders vote in favour of Resolution 2.
- Resolution 3 - Ratification of prior placements of Options and Shares
Background
As previously announced to the market, in January this year the Company terminated the fixed price US$100m FIDIC design, procurement and construction contract with MCC Overseas Limited (MCCO) for development of its Mba Delta Ironsands Project in Fiji (Contract), after MCCO repeatedly failed to provide a firm commitment to honour its funding obligations and commence the works under the Contract.
The Company issued MCCO with a notice of dispute and a claim for loss and damages and commenced a Dispute Adjudication Board (DAB) process pursuant to the Contract. On 24 August 2015, the DAB by majority made a decision in favour of the Company.
Due to the resulting delay, the Company found it necessary to reorganise its financing arrangements. Included in this reorganisation was a renegotiation with the existing Financier, Shenzen Taihongtong Investment Co Ltd, to delay a facility term and the acceptance of a US$6m unsecured short term loan facility from another lender.
The Company issued 2,000,000 Options to the party who facilitated the offer of the US$6m
unsecured short term loan facility. The Options were issued on 4 February 2015 and Shareholder ratification of this issue pursuant to Listing Rule 7.4 is being sought under Resolution 3(a).
The Company agreed to issue 500,000 Shares to the existing Financier for the accommodation it provided. The 500,000 Shares were issued on 25 March 2015 and Shareholder ratification of this issue pursuant to Listing Rule 7.4 is being sought under Resolution 3(b).
No funds were raised pursuant to the issue of these Shares and Options as they were issued for no consideration pursuant to the terms of financing arrangements. The offers did not require the issue of a disclosure document. Further details are included in the 2015 Statutory Financial Accounts of the Company lodged with ASX on 12 August 2015.
Notice requirements of the Listing Rules
Subject to certain exemptions (none of which are relevant here), Listing Rule 7.1 restricts a listed company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the Company's ordinary securities on issue, without shareholder approval.
Listing Rule 7.4 enables a company to restore its ability to issue securities within the 15% annual limit prescribed by Listing Rule 7.1 by obtaining shareholder ratification of an issue previously made within that limit. The issue of Options and Shares the subject of Resolutions 3(a) and 3(b) were made within that 15% limit during the last 12 months and accordingly issued without Shareholder approval. The Company now wishes to take the opportunity to ratify those placements under Listing Rule 7.4 and restore the Company's ability to issue securities within the 15% limit to the extent of the number of securities referred to in Resolutions 3(a) and 3(b).
Issue of Options under Resolution 3(a)
As required by Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the issue of Options under Resolution 3(a):
A total of 2,000,000 Options were issued.
The Options were issued for no consideration but are exercisable at $0.80 each.
The terms and conditions of the Options are set out in Annexure A to this Explanatory Statement.
The Options were allotted to Mr Richard Petty, a loan facilitator who is not a related party of the Company.
No funds were raised as the 2,000,000 Options were issued for no consideration for the facilitation of an unsecured US$6m short term loan facility.
Issue of Shares to Financier under Resolution 3(b)
As required by Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the issue of Shares under Resolution 3(b):
A total of 500,000 Shares were issued.
The Shares were issued at a price of $0.60 per Share.
The Shares rank pari passu in all respects from date of issue with, and enjoy the same rights as, the existing fully paid ordinary Shares of the Company.
The Shares were allotted to the Financier's nominee, Perfect Done Limited, a company based in the British Virgin Islands, which is not a related party of the Company.
No funds were raised as the 500,000 Shares were issued for no consideration pursuant to the terms of financing arrangements.
Directors' recommendation
To enable the Company to reorganise its financing arrangements as described in section 3.1 above, all of the Directors are of the view that the issue of the Options to Mr Petty and the Shares to the Financier is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of each of Resolutions 3(a) and 3(b).
- Resolution 4 - Approval of Placement of up to 80,000,000 Shares
Background
As described in section 3.1 above, the Company has experienced delays to the development of its Project in Fiji as a result of the principal contractor failing to perform under the Contract and the resulting termination of that Contract by the Company. The terminated Contract included a funding component comprising a facility of US$80m which the Company has now replaced by the loan and underwriting facility described in section 7.1 below. The Company seeks shareholder approval to issue up to 80,000,000 Placement Shares to assist the Board in negotiating replacement funding, repaying existing debt and for the other purposes listed below. Although Shareholders approved a placement to assist with the capital costs of the Project at the annual general meeting on 27 November 2014, only 3,694,805 Shares were placed prior to expiry of that approval. It is intended that the Placement Shares will be allotted to sophisticated investors, professional investors and other investors to whom the issue may be made without a disclosure document, subject to Shareholder approval being given under Resolution 4 for the purpose of Listing Rule 7.1.
The funds raised by the issue of the Placement Shares will be used for any or all of the following:
assisting in negotiating replacement funding and repaying debt;
funding navigation channel dredging and transit base construction;
management and administration expenses associated with new marine and port design, procurement and construction contract(s);
funding part of the marine fleet purchases;
funding ongoing exploration; and
working capital purposes.
Notice requirements of the Listing Rules
Subject to certain exemptions, Listing Rule 7.1 restricts a listed company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the Company's ordinary securities on issue, without shareholder approval. However, issues of ordinary securities made with the prior approval of the shareholders in a general meeting are not subject to this restriction and will not be counted as part of the 15% limit. Accordingly, if Shareholders of the Company pass Resolution 4, the Shares issued under the Placement will not be counted towards the 15% limit under Listing Rule 7.1 in respect of issues of equity securities in the following 12 month period.
As required by Listing Rule 7.3, the following information is provided to Shareholders to allow them to assess the Placement:
The maximum number of securities to be issued pursuant to Resolution 4 is 80,000,000 Shares. The total number of ordinary securities issued by the Company as at the date of this Notice is 95,820,857 Shares. If Resolution 4 is approved and all of the 80,000,000 Shares are issued the result will be that, prior to the exercise of any Options or the grant of any other Shares, the number of ordinary securities issued by the Company will increase to 175,820,857 Shares, being a percentage increase of 83.5%.
The Placement Shares will be issued and allotted progressively over the period of 3 months after the date of the Meeting, or such longer period as approved by ASX.
The issue price of the Placement Shares will be at least 80% of the volume weighted average market price for Shares calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue was made.
The Placement Shares will be allotted to sophisticated investors, professional investors and/or other investors to whom the issue may be made without a disclosure document. The identity of these investors is not known at this stage however none will be related parties of the Company.
The Placement Shares will rank pari passu in all respects from date of issue with the existing issued Shares of the Company.
It is intended that the funds raised pursuant to the issue of the Placement Shares will be used for the purposes described in section 4.1 above.
Directors' recommendation
To enable the Company to fund the expenses referred to in section 4.1 above, all of the Directors are of the view that the Placement is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4.
- Resolution 5 - Approval of 10% Placement Facility
Background
Under Listing Rule 7.1A, an Eligible Entity may seek approval of shareholders by special resolution passed at an annual general meeting to have the additional capacity to issue Equity Securities up to 10% of its issued share capital in placements over the 12 months following the annual general meeting (10% Placement Facility).
The 10% Placement Facility is in addition to the 15% placement facility under Listing Rule 7.1.
The Company is an Eligible Entity for the purposes of Listing Rule 7.1A as it is not included in the S&P/ASX300 Index and has a market capitalisation of less than $300m. The market capitalisation of the Company as at the date of this Notice is $39,286,551, being the number of Shares on issue (95,820,857) multiplied by the share price ($0.41) as at that date.
Resolution 5 seeks Shareholder approval for the Company to have the additional capacity to issue Equity Securities under the 10% Placement Facility. Approval is by way of a special resolution which means that at least 75% of the votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of Resolution 5 for it to be passed.
Listing Rule 7.1A
The other key elements of Listing Rule 7.1A are described below:
10% Placement Period: Under Listing Rule 7.1A.1, approval of Shareholders of the 10% Placement Facility is valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:
the date which is 12 months after the date of the Meeting; or
the date of approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of the Company's activities) or Listing Rule 11.2 (disposal of the Company's main undertaking),
(being the 10% Placement Period).
Number of Equity Securities that may be issued under the 10% Placement Facility: Under Listing Rule 7.1A.2, the number of Equity Securities that the Company may issue under the 10% Placement Facility is calculated in accordance with the following formula:
(A x D) - E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement,
plus the number of Shares issued in the previous 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid Shares that became fully paid in the previous 12 months;
plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rule 7.1 or Listing Rule 7.4; and
less the number of Shares cancelled in the previous 12 months
is 10%
is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule
Class of Equity Securities: Under Listing Rule 7.1A.3, Equity Securities issued under the 10% Placement Facility must be in an existing quoted class of the Company's Equity Securities. The Company currently has on issue only one class of quoted Equity Securities, being the Shares.
Notice requirements of the Listing Rules
As required by Listing Rule 7.3A, the following information is provided to Shareholders to allow them to assess the 10% Placement Facility:
Minimum price: The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average market price of Equity Securities in that class calculated over the last 15 trading days on which trades in Equity Securities in that class were recorded immediately before:
the date on which the price at which the Equity Securities are to be issued is agreed; or
if the Equity Securities are not issued within 5 trading days of the date in paragraph (1) above, the date on which the Equity Securities are issued.
Dilution risk: Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Shares under the issue.
If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Facility, the potential economic and voting dilution of the issue on existing Shares is illustrated in the table below.
The table below shows:
the dilution of existing Shareholders calculated in accordance with the formula in Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice;
two examples of the voting dilution impact where the number of Shares on issue (Variable A in the formula) increases by 50% and by 100%. This could happen as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1; and
two examples of the economic dilution impact where the issue price of Shares has decreased by 50% and increased by 50% as against the current market price.
To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution:
by a person as proxy for a person who is entitled to vote, in accordance with the directions
on the proxy form; or
by the Chair of 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.
'That for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the issue and allotment of 10,000,000 Shares at an issue price of $0.41 per Share and 10,000,000 New Financier Options each exercisable at $0.80 and expiring 3 years after the date of issue, to new financier Fortunate Era Investment Limited, or its nominee, on the terms and conditions set out in the Explanatory Statement.'
ASX voting exclusion
The Company will disregard any votes cast under Resolution 7 by any person who may participate in the proposed placement and a person who might obtain a benefit, except a benefit solely in the capacity as holder of Shares, if the Resolution is passed and any of their associates unless the votes are cast:
INFORMATION FOR SHAREHOLDERS
To vote in person at this Meeting, members should attend on the date and at the place fixed for the Meeting as set out above.
An individual attending the Meeting as corporate representative of a company which is a Shareholder must produce the appropriate 'Certificate of Appointment of Corporate Representative' unless this has previously been lodged with the Company or its share registry. A form of this certificate may be obtained from the Company.
Voting by proxyMembers entitled to attend and vote at this Meeting are entitled to appoint an individual or a body corporate as their proxy to vote on their behalf. A proxy need not be a member of the Company. A member who is entitled to cast two or more votes at the meeting may appoint two proxies and may specify the proportion or number of votes each proxy may exercise.
The member may specify the manner in which the proxy is to vote on a particular resolution and if it does:
If a proxy is also a member, the above does not affect the way that the person can cast any votes they hold as a member.
Lodgement of proxy formsTo be effective, the proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) must be received by the Company at least 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be. The Company specifies the following information for the receipt of proxy appointments:
The proxy form must be completed in accordance with the instructions on the form and signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a body corporate, in a manner permitted by the Corporations Act. In the case of Shares jointly held by two or more persons, all joint holders must sign the proxy form.
Undirected proxiesIf any member of the Key Management Personnel of the Company or a Closely Related Party of a member of the Key Management Personnel, other than the Chair, is your nominated proxy, you must direct the proxy how they are to vote on Resolutions 1 and 6. Undirected proxies granted to those persons will not be counted in any vote on those Resolutions.
If the Chair of the Meeting is appointed as your proxy, or may be appointed by default, and you have not specified the way the Chair is to vote on Resolutions 1 or 6, by signing and returning the Proxy Form you expressly authorise the Chair to exercise the proxy even though each of those Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
The Chair will vote all undirected proxies that he is entitled to vote in favour of all of the proposed Resolutions.
Voting entitlementFor the purposes of determining voting entitlements at the Meeting, and in accordance with Regulation
7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that Shares will be taken to be held by the persons who are registered as holding the Shares at 4.00pm (WST) on 14 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
By order of the Board29 September 2015
EXPLANATORY STATEMENTThis Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Monday, 16 November 2015 at 1 pm (WST).
The purpose of this Explanatory Statement is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
The Corporations Act requires the Directors of the Company to lay before each annual general meeting the financial report, Directors' report (including the Remuneration Report) and Auditor's report for the last financial year. These reports are included in the Annual Report of the Company for the year ended 30 June 2015 which is available on its website at www.amex.net.au.
Shareholders are not required to vote on these reports however Shareholders will be given a reasonable opportunity at the Meeting to comment on or to ask questions about the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor questions relevant to the content of the Auditor's report, the conduct of the audit, accounting policies adopted by the Company and the independence of the Auditor.
Written questions to the Company's Auditor about the content of the Auditor's report or the conduct of the audit may be submitted to the Company no later than the fifth business day before the date of the Meeting. Copies of written questions to the Company's Auditor will be available at the Meeting.
7.1 or Listing Rule 7.4.
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