Notice of 2020 Annual General Meeting

AIM and Media Release 

19 October 2020

BASE RESOURCES LIMITED
Notice of 2020 Annual General Meeting

Base Resources Limited (Company) gives notice that its 2020 annual general meeting of members will be held on Friday, 20 November 2020 at 1.00pm (Perth time) (Meeting):

• at the Kimberley Room, Katitjin Centre, Australian Institute of Management WA, 76 Birkdale Street, Floreat, Western Australia; and
• online via the Lumi software platform using the Meeting ID 379-190-456.

A full version of the notice of annual general meeting (Notice), including the explanatory memorandum in respect of the items of business to be considered at the Meeting and instructions on how to access the Lumi software platform, is available at the Company’s website: www.baseresources.com.au.

The items of business to be considered at the Meeting are set out below.

ITEMS OF BUSINESS

Accounts and Reports

To receive and consider the financial report of the Company, the Directors’ report and the auditor’s report for the year ended 30 June 2020.

Item 1 – Adoption of the Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That the Remuneration Report, which forms part of the Directors’ report for the financial year ended 30 June 2020, be adopted.”

Item 2 – Re-election of Mr Michael Stirzaker as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Michael Stirzaker, who retires in accordance with rule 3.6 of the Company’s constitution, be re-elected as a Director of the Company.”

Item 3 – Election of Ms Janine Herzig as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Ms Janine Herzig, who retires in accordance with rule 3.3 of the Company’s constitution, be elected as a Director of the Company.”

Item 4 – Approval of the grant of Performance Rights to Mr Tim Carstens

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, members approve the grant of 2,691,429 Performance Rights by the Company to Mr Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting and exercise of any such Performance Rights, in accordance with the Base Resources Long Term Incentive Plan and otherwise in accordance with the terms and conditions summarised in the Explanatory Memorandum accompanying this Notice.”

Item 5 – Approval of the grant of Performance Rights to Mr Colin Bwye

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, members approve the grant of 2,691,429 Performance Rights by the Company to Mr Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting and exercise of any such Performance Rights, in accordance with the Base Resources Long Term Incentive Plan and otherwise in accordance with the terms and conditions summarised in the Explanatory Memorandum accompanying this Notice.”

Item 6 – Renewal of Proportional Takeover Provisions

To consider and, if thought fit, pass the following resolution as a special resolution:

“That, for the purposes of section 648G of the Corporations Act, rule 38 of the Company’s constitution be renewed for a period of three years from the date of the Annual General Meeting.”

Other business

To consider any other business brought forward in accordance with the Company’s constitution or the law.

IMPORTANT VOTING INFORMATION FOR THE MEETING

Right to vote

The Directors have determined that, for the purpose of voting at the Meeting, the members entitled to vote are those persons who are registered holders of Shares at 4.00pm (Perth time) on 18 November 2020.

Chair’s voting intention

The Chair of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of all Items.

Voting prohibitions application to KMP

Key Management Personnel and their closely related parties are prohibited under the Corporations Act from voting in a manner contrary to the voting exclusions for Items 1, 4 and 5 described in the section “Voting Prohibitions and Exclusions” in the full Notice.

Attending and voting online

Members or their attorneys or corporate representatives who wish to participate online may do so:

• from their computer, by entering the URL in their browser: https://web.lumiagm.com; or
• from their mobile device by either entering the URL in their browser or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.

If you choose to participate in the Meeting online, registration will be open at 12.00 pm (Perth time). Members can log in to the Meeting by entering:

• the Meeting ID, which is 379-190-456;
• their username, which is your SRN/HIN; and
• their password, which is the postcode registered to their holding if their registered address is an address in Australia. Members with an overseas registered address should refer to the Lumi Online Meeting Guide for their password details on pages 26 to 29 of the full Notice.

Proxy holders, attorneys, corporate representatives and visitors should refer to the Lumi Online Meeting Guide on pages 26 to 29 of the full Notice for details about how to log in to the Meeting.

Attending the meeting online will enable you to view the Meeting live, to ask text-based questions and, if you are not a visitor, cast votes in the real time poll at the appropriate time. Please note that if you join the Meeting online as a member and vote, any proxy appointed by you will not be entitled to vote and votes lodged by your proxy in respect of your Shares will be withdrawn.

Further details are set out in the Lumi Online Meeting Guide on pages 26 to 29 of the full Notice.

Appointment of proxies

Each member entitled to vote at the Meeting may appoint a proxy to attend and vote at the Meeting.  A proxy need not be a member and can be an individual or a body corporate.  A member entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

A body corporate appointed as a member’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting.  The appointment must comply with section 250D of the Corporations Act.  The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy.  Members and their proxies should be aware of these provisions of the Corporations Act.  Generally, these sections provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Lodgement of proxy documents

For an appointment of a proxy for the Meeting to be effective:

• the proxy’s appointment; and
• if the appointment is signed by the appointor’s attorney – the authority under which the appointment was signed (e.g. a power of attorney) or a certified copy of it,

must be received by the Company at least 48 hours before the start of the Meeting (i.e. by 1.00 pm (Perth time) on Wednesday, 18 November 2020).  Proxy appointments received after this time will be invalid for the Meeting.

The following methods are specified for the purposes of receipt of proxies:

Online investorvote.com.au
By mobile Scan the QR Code on your proxy form and follow the prompts	Custodian voting Intermediary Online subscribers only (custodians) www.intermediaryonline.com
By mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001, Australia	By fax 1800 783 447 (in Australia) [phone] (outside Australia)

United Kingdom (CREST voting instruction)

Depository Interest holders in CREST (DI Holders) may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual.  CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (CREST Voting Instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (Computershare UK) no later than 16 November 2020 at 1.00 pm (GMT).  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.  DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages.  Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions.  It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Form of instruction

DI Holders are invited to attend the Meeting (either physically or online, in each case, as a visitor) but are not entitled to vote at the Meeting.  In order to have votes cast at the Meeting on their behalf, DI Holders must complete, sign and return the Forms of Instruction sent to them to the Company’s agent, Computershare UK, by no later than 16 November 2020 at 1.00 pm (GMT).

ENDS.

For further information contact:

James Fuller, Manager Communications and Investor Relations	UK Media Relations
Base Resources	Tavistock Communications
Tel: [phone]	Jos Simson and Barnaby Hayward
Mobile: [phone]	Tel: [phone]
Email: [e-mail]

About Base Resources

Base Resources is an Australian based, African focused, mineral sands producer and developer with a track record of project delivery and operational performance.  The company operates the established Kwale Operations in Kenya and is developing the Toliara Project in Madagascar.  Base Resources is an ASX and AIM listed company.  Further details about Base Resources are available at www.baseresources.com.au

PRINCIPAL & REGISTERED OFFICE
Level 1, 50 Kings Park Road
West Perth, Western Australia, 6005
Email:  [e-mail]
Phone: [phone]
Fax: [phone]

NOMINATED ADVISOR
RFC Ambrian Limited
Stephen Allen
Phone: [phone]

BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: [phone]