This is the explanation in the AGM announcement. I do not think...

This is the explanation in the AGM announcement. I do not think there is anything sinister here. Just a bit of added protection for share holders.

4. RESOLUTION 4 – APPROVAL OF PROPORTIONAL TAKEOVER PROVISIONS 4.1 General Resolution 4, if passed, would adopt Schedule 5 of the Constitution regarding proportional takeover approval under section 648D of the Corporations Act. The adoption of Schedule 5 would operate for three years, and would then cease to apply unless renewed by a further special resolution of Shareholders. Schedule 5 was previously adopted by Shareholders on 25 November 2014. If Resolution 4 is passed, holders of 10% of the Company's Shares will have the right to apply to the court to have the Resolution set aside for a period of 21 days, if the court is satisfied in all the circumstances that it is appropriate to do so. The Corporations Act requires certain information to be included in a notice of meeting where a company seeks the approval of its members to adopt proportional takeover provisions. This information is set out below. 4.2 Proportional takeover bid A proportional takeover bid is a takeover bid that is sent to all shareholders in a class, offering to purchase only a specified proportion of each shareholder's shares. If a shareholder accepts, the shareholder disposes of that specified portion and retains the balance. 4.3 Effects of the proportional takeover provisions The effects of the proportional takeover provisions are that: (a) if a bidder makes a proportional takeover bid for any class of shares in the Company, the Directors must ensure that a meeting of members of that class is convened where a resolution to approve the proportional takeover bid is voted upon. The vote is decided on a simple majority. The bidder and its associates are excluded from voting on that approving resolution; (b) the meeting and the vote on the approving resolution must take place more than 14 days before the last day of the bid period; (c) if the approving resolution is rejected before the deadline, the bid cannot proceed and the offer will be taken to have been withdrawn. Any transfers giving effect to takeover contracts for the bid will not be registered and all offers under the takeover bid are taken to be withdrawn and all takeover contracts must be rescinded; (d) if the approving resolution is not voted on, the bid will be taken to have been approved; and (e) if the approving resolution is passed (or taken to have been approved), the transfers must be registered (subject to other provisions of the Corporations Act and the Company's Constitution). The proportional takeover provisions do not apply to full takeover bids. 4.4 Reasons for the proportional takeover provisions A proportional takeover bid may result in control of the Company changing without Shareholders having an opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of not being able to exit their investment in the Company by selling their entire Shareholding and consequently being left as a minority in the Company. The bidder may be able to acquire control of the Company without payment of an adequate control premium.
CENTENNIAL MINING LIMITED Notice of Annual General Meeting 27 November 2017

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The Board believes that the provisions are desirable to give Shareholders protection from these risks inherent in proportional takeover bids – this is protection that the Corporations Act provisions are intended to provide. These provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any proportional takeover bid is appropriately priced. To assess the merits of the proportional takeover provisions, Shareholders should make a judgement as to what events are likely to occur for the Company during the three year life of proposed Schedule 5. 4.5 Potential advantages and disadvantages The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether or not an offer under a proportional takeover bid should be accepted. The Directors note that it could be argued that proposed Schedule 5 is an advantage to them as a takeover defence mechanism that could be exploited to entrench the incumbent Board. However, the Directors believe that this argument ignores the basic object of Schedule 5, which is to empower Shareholders, not the Board. The potential advantages for Shareholders of the proportional takeover provisions include the following: (a) Shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed; (b) they may assist Shareholders and protect them from being locked in as a minority; (c) they increase the bargaining power of Shareholders and may assist in ensuring that any proportional takeover bid is adequately priced; and (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders and assist in deciding whether to accept or reject an offer under a proportional takeover bid. The potential disadvantages for Shareholders include the following: (a) proportional takeover bids for Shares in the Company may be discouraged; (b) Shareholders may lose an opportunity to sell some of their Shares at a premium; (c) individual Shareholders may consider that Schedule 5 would restrict their ability to deal with their Shares as they see fit; and (d) the likelihood of a proportional takeover bid succeeding may be reduced. 4.6 Knowledge of any acquisition proposals As at the date of this Notice, the Board is not aware of a proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company. 4.7 Directors’ recommendation The Board believes that the provisions of Schedule 5 of the Constitution are in the best interests of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of Resolution 4. Each Director has indicated that he intends to vote the Shares he owns or controls in favo