Ann: Response to ASX Query, page-2

1. In light of the Funding Comments being inconsistent with the Response, please explain
the basis for Mr Bell making the Funding Comments in the Presentation.
The Response set out that the Company is in on-going discussions with SK Innovation
regarding the associated financing for the Project in accordance with the off-take term sheet
agreement. These discussions are incomplete and confidential at this stage.
The Comments of Mr Bell reflected his view of where those discussions, evolving from the
initial off-take terms, were likely to lead even though they remained incomplete and
confidential. The Company acknowledges that in this regard, the Funding Comments may
have anticipated an outcome that has not yet been achieved and may in fact not be achieved.
The Company will provide further information to the ASX with respect to the discussions with
SK Innovation as and when such information is available and in any event in accordance with
the requirements of Listing Rule 3.1.
2. Does the board of directors of AUZ (“Board”) consider it appropriate for Mr Bell, as
AUZ’s managing director, to disclose information which is inconsistent with AUZ’s
understanding of the SK Position?
If the response is “yes”, please explain the basis for that response.
No.
As noted above, the views were Mr Bell’s interpretation of the likely outcome of the ongoing
discussions with SK Innovation.
The Board acknowledges that such statements should not have been made unless and until the
discussions with SK Innovation constituted a binding commitment for the funding of the Sconi
Project in which circumstances disclosure to ASX should occur in accordance with the Listing
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+61 4 6777 0016
[email protected]
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West Perth WA 6005
Rules.
3. What action does the Board intend to take to ensure that AUZ and its directors, employees,
contractors or advisers do not disclose:
(a) information which is inconsistent with AUZ’s understanding of the SK Position;
(b) previously retracted information; and
(c) information for which AUZ has no Reasonable Grounds.
The Company is in the process of adopting a new continuous disclosure policy (Revised
Continuous Disclosure Policy). This has been the subject of discussion and review by the
Board of Directors over recent months and is now in a form that can be adopted by the
Company.
Upon adoption of the Revised Continuous Disclosure Policy, the Board of Directors will initiate
annual training to be undertaken by all Directors and Senior Management with respect to the
new policy and with respect to its continuous disclosure obligations.
Further details on the Revised Continuous Disclosure Policy are set out in response to question
4 below.
4. Does AUZ have any corporate governance policies and procedures in place which
govern the disclosure of information by AUZ and its directors, employees, contractors
or advisers, and prevent the disclosure of information which is inconsistent with AUZ’s
understanding of a matter, has been previously retracted, or for which AUZ has no
Reasonable Grounds?
Yes.
If the response to this query is “yes”, please detail those policies and procedures, and
the means by which AUZ monitors compliance with those policies and procedures. If the
response to this query is “no”, please explain why AUZ does not have such policies,
procedures and compliance monitoring in place.
The Company has in place an existing Continuous Disclosure Policy which sets out the policies
and procedures in relation to disclosure of information to the market which is provided to all
Company officers and employees who may from time to time be in the possession of
undisclosed information that may be material to the price or value of the Company’s securities
and is publicly available on the Company’s website.
The Company is in the process of adopting the Revised Continuous Disclosure Policy and as
noted above, on adoption will initiate annual training regarding the policy and its continuous
disclosure requirements.
Under the Revised Continuous Disclosure Policy the Board will appoint the Managing Director
or in his or her absence the Company Secretary, to be the Company’s disclosure officer. This
role includes responsibility for ensuring compliance with the continuous disclosure
requirements in the Listing Rules and overseeing, in conjunction with the directors, information
disclosure to the ASX, analysts, shareholders, the media and the public. The disclosure officer
will be the sole channel of communication with ASX, unless another person is authorised by the
Board to do so.
The procedure to be adopted by the Company is that any information which may need to be
disclosed must be brought to the attention of the disclosure officer, who in consultation with the
Board (where appropriate) and any other appropriate persons, will consider the information in
light of the Company’s continuous disclosure obligations and, where required, prepare an
appropriate letter or announcement. This includes ensuring that all announcements comply
with relevant reporting codes.
Any information to be disclosed at a Company presentation or briefing will be reviewed by the
disclosure officer with sufficient time in advance of the event to evaluate any disclosure
obligations. If possible, all briefings or presentations will be attended by no less than two
Company representatives. The Company will not make public comment including to ASX on
market rumours and speculation unless required to do so by law
5. Please confirm that AUZ is in compliance with the Listing Rules and, in particular, Listing
Rule 3.1.
Yes.
6. Please confirm that AUZ’s responses to the questions above have been authorised and
approved in accordance with its published continuous disclosure policy, or otherwise
by its board or an officer of AUZ with delegated authority from the board to respond to
ASX on disclosure matters.
Yes.