Ann: Letter to Shareholders, Notice of AGM & Proxy Form, page-52

Correct.

However, the vote for resolution 2 Spill Resolution will only be required if more than 25% of shares are voted against Resolution 1.

If this occurs all the board members have indicated they will resign so there will be no "Vacating directors" to seek re-election at "Spill Meeting". ie there would be no need to hold the spill meeting if the entire board resigned and was replaced before the spill meeting was due to be held.

So in effect, unless Board members change their minds (ie stand for reelection) then the outcome of the vote for resolution 2 is entirely meaningless.

Only way to "support the board" is to vote yes on Resolution 1.


If you think shareholders will get a say in the new board ... think again at least for 12 months

If more than 25% votes are against resolution 1 then "they all intend to resign as soon as at least one replacement director can be found".




The company constitution requires " The Company shall at all times have at least 3 Directors." I don't know what happens if this is breached by only having one replacement director.

Normally, directors to fill "casual vacancies" are selected by the Board not shareholders. The new Director/s will be required to stand for election at the Company's next AGM. As noted above replacement directors don't stand for election at the Spill Meeting.