Ann: Notice of Annual General Meeting/Proxy Form, page-7

Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, the Remuneration Report set out in the Company's Annual Report for the
financial year ended 30 June 2019 be approved by Shareholders."
Shareholders should note that this resolution is advisory only and does not bind the
Directors or the Company. Shareholders should refer to the Explanatory Statement
accompanying this Notice for more information.
Voting exclusion statement on Resolution 1:
The Company will disregard any vote cast on Resolution 1 by, or on behalf of:
(a) a member of the key management personnel, details of whose remuneration are included in the remuneration
report (KMP); or
(b) a Closely Related Party of such KMP.
However, a person (Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf
of a person described above and either:
(a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the Voter is the chair of the Meeting and the appointment of the chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; or
(ii) expressly authorises the chair to exercise the proxy even if this Resolution is connected directly
or indirectly with the remuneration of a member of the KMP for the Company.
3. Resolution 2 - Re-election of Mr Christopher Gregory as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Christopher Gregory, who retires by rotation as a Director of the Company at this
Annual General Meeting in accordance with clause 15.3 of the Company's Constitution
and is eligible for re-election, be re-elected as a Director of the Company."
Special Business
4. Resolution 3: Approval to Grant Performance Rights to a Related Party - Mr
Christopher Gregory (or his nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That pursuant to and in accordance with Listing Rule 10.11, section 208 of the
Corporations Act and all other purposes, approval be given to grant to Mr Christopher
Gregory, a Non-executive Director of the Company (or his nominee):
(a) 4,000,000 Class C Performance Rights as described in and otherwise on the terms
and conditions set out in the Explanatory Statement; and
(b) 4,000,000 Class D Performance Rights, as described in and otherwise on the
terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement on Resolution 3:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) Mr Christopher Gregory;
(b) any person who is to receive securities that are subject of the approval under Resolution 3; and
(c) any Associates of any of the persons referred to in paragraphs (a) and (b) above,
(each a Resolution 3 Excluded Party)
However, the Company need not disregard a vote if:
(i) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form; or
(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the
direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either;
(i) a member of the KMP; or
(ii) a Closely Related Party of such a member; or
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if:
(i) the proxy is the Chair; and
(ii) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected
directly or indirectly with remuneration of a member of the KMP.
5. Resolution 4: Approval to Grant Performance Rights to a Related Party - Mr
Andrew Van Der Zwan (or his nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That pursuant to and in accordance with Listing Rule 10.11, section 208 of the
Corporations Act and all other purposes, approval be given to grant to Mr Andrew Van Der
Zwan, a Non-executive Director of the Company (or his nominee):
(a) 4,000,000 Class C Performance Rights as described in and otherwise on the terms
and conditions set out in the Explanatory Statement; and
(b) 4,000,000 Class D Performance Rights, as described in and otherwise on the
terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement on Resolution 4:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) Mr Andrew Van Der Zwan;
(b) any person who is to receive securities that are subject of the approval under Resolution 4; and
(c) any Associates of any of the persons referred to in paragraphs (a) and (b) above,
(each a Resolution 4 Excluded Party).
However, the Company need not disregard a vote if:
(i) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form; or
(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the
direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either;
(i) a member of the KMP; or
(ii) a Closely Related Party of such a member; or
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if:
(i) the proxy is the Chair; and
(ii) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected
directly or indirectly with remuneration of a member of the KMP.
6. Resolution 5: Approval to Grant Performance Rights to a Related Party - Mr Shane
Turner (or his nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That pursuant to and in accordance with Listing Rule 10.11, section 208 of the
Corporations Act 2001 and all other purposes, approval be given to grant to Mr Shane
Turner, a Non-executive Director of the Company (or his nominee):
(a) 4,000,000 Class C Performance Rights as described in and otherwise on the terms
and conditions set out in the Explanatory Statement; and
(b) 4,000,000 Class D Performance Rights, as described in and otherwise on the
terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement on Resolution 5:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) Mr Shane Turner;
(b) any person who is to receive securities that are subject of the approval under Resolution 5; and
(c) any Associates of any of the persons referred to in paragraphs (a) and (b) above,
(each a Resolution 5 Excluded Party).
However, the Company need not disregard a vote if:
(i) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form; or
(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the
direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement
A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either;
(i) a member of the KMP; or
(ii) a Closely Related Party of such a member; or
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:
(i) the proxy is the Chair; and
(ii) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected
directly or indirectly with remuneration of a member of the KMP.
7. Resolution 6: Approval to Grant Performance Rights to Mr Mark Alvin (or his
nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is to grant
to Mr Mark Alvin (or his nominee):
(a) 4,000,000 Class C Performance Rights as described in and otherwise on the terms
and conditions set out in the Explanatory Statement; and
(b) 4,000,000 Class D Performance Rights, as described in and otherwise on the
terms and conditions set out in the Explanatory Statement.”
Voting exclusion statement on Resolution 6:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) Mr Mark Alvin;
(b) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed
issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
(c) any Associates of any of the persons referred to in paragraphs (a) and (b) above.
However, the Company need not disregard a vote if:
(i) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form; or
(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the
direction on the Proxy Form to vote as the proxy decides.
8. Resolution 7 - Approval of additional placement capacity
To consider and if thought fit, to pass the following Resolution as a special resolution:
“That for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders
approve for the Company to have the additional capacity to issue Equity Securities under
ASX Listing Rule 7.1A of up to 10% of the Company's issued share capital at the time of
issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2
and as further described in the Explanatory Statement accompanying this Notice of
Meeting.”
what do people think about these resolutions?
i agree with most of the terms except the class c performance shares 2 cents in 5 years seems a little low ball offer for me to except
if they had of put 5-10 cents would of sat a lot better for me personally for 5 years so for me i have voted no to these resolutions what do other holders recon?
i would of voted yes for class d performance shares but not c performance
gltah still long term holder