lynas egm resolutions

Here are the Resolutions we have been working on to put before the EGM.

It is not enough that a Board is Independent there must be a clear perception that it is Independent.

I think most would agree that there are serious doubts about the independence of the current board.

These resolutions aim to address this weakness and stop the decision on the sale of the Crown Deposit until this has been addressed.

The apparent weaknesses in Corporate Governance are issues that the company cannot ignore. The breaches of the ASX Corporate Governance Recommendations will make it very difficult for Lynas to ignore or reject these resolutions.

Hopefully even the strong supporters of NC will see the merit in these actions.

Please indicate your support for these resolutions and provide me with your contact details at [email protected] if you have not already done so.

For those that have indicated their support can you please carefully read the resolution and confirm your support both with thumbs up and via email. I will then organise for a lawyer to redraft them in legalise.


Resolution 1

In order to comply with the ASX Corporate Governance Council's Principles and Recommendations, two new and additional independent directors be added to the board of Lynas Corporation, and that Mr Nicholas Curtis be removed as Chair of the company. There are significant concerns that the current directors are unduly influenced by significant conflicts of interest. Lynas Corporation is not in compliance with the ASX Corporate Governance Council's recommendations. Recommendation 2.2 requires that the Chair be an independent director. Recommendation 2.3 requires the roles of Chair and Chief Executive officer be separated. There is evidence that indicates Mr Nicholas Curtis is not exercising unfettered and independent judgement and is unduly influenced by conflicts of interest. Recommendation 2.1 requires that the majority of the Board should be Independent Directors. Further that Independent directors should be free from any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of unfettered and independent judgement. On the appointment of the independent directors Mr David Davidson and Mr Jake Klein it was the view of the Board that their past associations with the company would not interfere with the exercise of their unfettered and independent judgement. Recent events create the clear perception that this is untrue and that they are not able to exercise unfettered and independent judgement.

In order to allay the concerns of shareholders a mechanism, that includes the involvement of a leading independent executive recruitment consultant, must be developed to ensure the new appointed directors are free of any business association or other relationship with the existing directors.

Resolution 2

Further to Resolution 1 it is proposed that all actions relating to the sale of the Crown deposit cease. Notwithstanding any prior vote allowing for the sale of the Crown deposit to Forge Resources, the sale of the Crown Deposit be cancelled. The proposal to sell the Crown Deposit be reviewed by the new independent directors after their selection and appointment. The new directors be provided with the necessary resources to allow them to consider all reasonable options, including retaining the asset within the company, and select the outcome that is in the best interests of all Lynas Corporation shareholders.