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Oilex Ltd (OEX)

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Wednesday 15 August, 2018

Oilex Ltd

Notice of General Meeting

RNS Number : 8507X
Oilex Ltd
15 August 2018
 

15 August 2018

 

ASX: OEX

AIM: OEX

 

Notice of General Meeting

 

Oilex Ltd (the Company) advises that a General Meeting, will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Friday 14 September 2018 at 10.00am.

 

Attached is a copy of the Notice of General Meeting, including an Explanatory Memorandum and Proxy Form, dispatched to shareholders today.

 

Further to the announcement on 29 July 2018, the Company advises that it has entered into another loan agreement with existing investors, and the loan funding has been increased by $30,000 to $330,000 on the same key terms. Accordingly,  the number of options to be issued to subscribers with an exercise price of A$0.0036 on or before 26 July 2019 will increase by 8,333,333 to 91,666,666. The additional options are planned to be issued concurrently with existing options following approval by shareholders pursuant to the attached notice of meeting.

 

 

 

 

For and on behalf of the Board

 

 

 

 

Mark Bolton

Chief Financial Officer and Company Secretary

 

 

For further information, please contact:

 

Investor Enquiries

Oilex Ltd

Joe Salomon

Managing Director

Email: [email protected]

Tel: +61 8 9485 3200

Australia

AIM Broker

Cornhill Capital Limited

Broker

Daniel Gee

Email: [email protected]

 

Tel: +44 20 3700 2500

UK

AIM Nominated Adviser

Strand Hanson Limited

Nominated Adviser

Rory Murphy/Ritchie Balmer   

Email: [email protected]

Tel: +44 20 7409 3494

UK

Media Enquires (UK)

Vigo Communications

Public Relations

Patrick d'Ancona/Chris McMahon

Email: [email protected]

[email protected]

Tel:+ 44 20 7390 0230

UK

Media Enquiries (Aus)

Citadel-MAGNUS

Michael Weir

Email: [email protected]

Tel: +618 6160 4900

Australia

 

 

 

OILEX LTD

ABN 50 078 652 632

 

 

Notice of General Meeting

 

Friday, 14 September 2018

at 10.00am (AWST)

at

The Park Business Centre

45 Ventnor Street, West Perth

Western Australia

 

Important: This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9485 3200.

 

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at The Park Business Centre, 45 Ventnor Street, West Perth, Western Australia on Friday, 14 September 2018 at 10.00am (AWST), to conduct the business set out below.

Voting Eligibility

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the General Meeting will be the entitlement of that person set out in the Company's register as at 5:00pm (AWST) on Wednesday, 12 September 2018. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the General Meeting.

To vote in person, you must attend the Meeting at the time, date and place set out above. 

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

CREST - Depositary Interests

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting but are not entitled to vote at the Meeting.  For their votes to be counted, DI Holders must either:

1.          submit a CREST Voting Instruction to the Company's agent in accordance with the instructions below; or

2.          complete, sign and return the enclosed Form of Instruction to the Depositary,

by 4:00pm BST on 10 September 2018.  DI Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST Manual (available from https://my.euroclear.com/euilegal.html). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the UK Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 4:00pm GMT on 10 September 2018. 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 issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 each CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this regard, CREST members 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.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Agenda

Resolution 1 - Ratification of issue of Placement Shares

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

"That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 125,000,000 Shares at $0.004 per Share on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

(a)           it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b)           it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 2 - Ratification of issue of Consultants Shares

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

"That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,517,877 Shares issued in consideration of consultancy and advisory services, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

(a)           it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b)           it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 3 - Approval of issue of Lenders Options

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

"That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 83,333,333 Options on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

(a)           it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b)           it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

 

 

By order of the Board

Mark Bolton
Company Secretary  

15 August 2018

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Resolutions

Resolution 1 - Ratification of issue of Placement Shares

Background

On 15 May 2018 the Company announced that it had completed a capital raising pursuant to which it raised $500,000 (before costs) by the issue of 125,000,000 Shares at an issue price of $0.004 per Share (Placement Shares).

The Placement Shares were issued pursuant to the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder approval for the ratification of the issue of the Placement Shares.

Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Placement Shares were issued in accordance with Listing Rule 7.1.

Listing Rule 7.4

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

(a)               A total of 125,000,000 Placement Shares were issued on 15 May 2018.

(b)               The Placement Shares were issued at $0.004 per Share.

(c)               The Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

(d)               The Placement Shares were issued to sophisticated or professional investors, including Republic Investment Management Pte Ltd, which increased its holding to approximately 12.2% following the issue of the Placement Shares.

(e)               The proceeds from the issue of the Placement Shares are intended to be allocated towards the Company's general working capital requirements.

(f)                A voting exclusion statement is included in the Notice.

Additional information

The Board recommends that Shareholders vote in favour of Resolution 1.

Resolution 1 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

Resolution 2 - Ratification of issue of Consultants Shares

Background

The Company has issued 17,517,877 Shares to consultants as consideration for provision of technical and administrative services (together, Consultants Shares).

The Consultants Shares were issued pursuant to the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 2 seeks Shareholder approval for the ratification of the issue of the Consultants Shares.

Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Consultants Shares were issued in accordance with Listing Rule 7.1.

Listing Rule 7.4

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Consultants Shares:

(a)               A total of 17,517,877 Shares have been issued as Consultants Shares, comprised of the following:

(i)             1,485,000 Shares were issued on 1 March 2018 at a deemed issue price of $0.005 per Share in consideration for the provision of technical services;

(ii)            612,500 Shares were issued on 12 December 2017 at a deemed issue price of $0.004 per Share in consideration for the provision of technical services;

(iii)           13,333,333 Shares were issued on 12 December 2017 at a deemed issue price of $0.0033 per Share in consideration for the provision of administrative services; and

(iv)           2,087,044 Shares were issued on 4 September 2017 at a deemed issue price of $0.004 per Share in consideration for the provision of technical services.

(v)           The Consultants Shares were issued at the deemed issue prices specified in paragraph (a) above.

(vi)           The Consultants Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

(vii)          The Consultants Shares were issued to the Company's technical and administrative service providers, as noted in paragraph (a) above.

(viii)         The Consultants Shares were issued at an issue price of nil and in consideration for the provision of services, and therefore no funds were raised by the issue.

(ix)           A voting exclusion statement is included in the Notice.

Additional information

The Board recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

Resolution 3 - Approval of issue of Lenders Options

Background

On 26 July 2018 the Company announced that it had entered into a binding loan agreement to secure funding of an aggregate of $300,000 (before costs). Pursuant to the terms of the loan agreements, the Company agreed to issue an aggregate of 83,333,333 Options exercisable at $0.0036 on or before 26 July 2019 (Lenders Options).

Resolution 3 seeks Shareholder approval for the ratification of the issue of the Lenders Options.

In the event that Resolution 3 is not passed by the requisite majority of Shareholders, the Company must immediately repay the loans inclusive of applicable interest accrued as at the repayment date.

Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 3 will be to allow the Company to issue the Lenders Options during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the ratification of the issue of the Lenders Options:

(a)               The maximum number of Lenders Options is 83,333,333.

(b)               The Lenders Options are intended to be issued within two business days of the date of this Meeting and in any event before the date that is 3 months after the date of this Meeting (subject to any waiver by ASX).

(c)               The issue price per Lenders Option is nil, as they are being issued as partial consideration for the provision of loans.

(d)               The Lenders Options are to be issued to lenders who have advanced loan funds to the Company, including Republic Investment Management Pte Ltd, which has a holding of 12.2% of the Company's Shares.

(e)               The Lenders Options are exercisable at $0.0036 each on or before 26 July 2019 and otherwise on the terms and conditions in the Schedule.

(f)                The Lenders Options are to be issued for nil cash consideration, as they are being issued as partial consideration for the provision of loans. The loan proceeds will be to be applied to meet the expected working capital requirements of the Company over the short-term. Any funds from the exercise of the Lenders Options is intended to be applied towards the repayment of the outstanding loan balance.

(g)               A voting exclusion statement is included in the Notice.

Additional information

The Board recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 3.

Glossary

Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:

AIM means the Alternative Investment Market of the London Stock Exchange Plc.

General Meeting or Meeting means the General Meeting of the Company convened under the Notice of Meeting.

ASX means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors of the Company.

BST means British Summer Time.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Company means Oilex Ltd ABN 50 078 652 632.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CREST Manual means the manual relating to CREST issued by Euroclear UK & Ireland Limited.

CREST means the computerised settlement system (as defined in the Uncertificated Securities Regulations 2001) in the United Kingdom operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the UK Depositary and which enables the holder to hold and settle transfers of Shares in CREST.

Director means a director of the Company from time to time.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice of Meeting.

GMT means Greenwich Mean Time.

Listing Rules means the listing rules of ASX.

Notice of Meeting or Notice means this notice of General meeting.

Options means an unlisted option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the resolution.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution set out in the Notice of Meeting.

Security means a Share and/or Option.

Security Holder means the holder of Securities.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share. 

UK Depositary means Computershare Investor Services Plc.

Schedule - Terms and Conditions of Lenders Options

The following terms and conditions apply to the Lenders Options (Options).

1.                (Entitlement): Each Option entitles the holder (Holder) to subscribe for one Share upon exercise of the Option.

2.                (Issue Price): No cash consideration is payable for the issue of the Options.

3.                (Exercise Price): The Options have an exercise price of $0.0036 each (Exercise Price).

4.                (Expiry Date): The Options expire at 5:00pm (WST) on 26 July 2019 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

5.                (Exercise Period): The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

6.                (Quotation of the Options): The Company will not apply for quotation of the Options on ASX, unless the Board resolves otherwise in its sole discretion.

7.                (Transferability of the Options): The Options are transferable with the prior written approval of the Company.

8.                (Notice of Exercise): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate or as otherwise agreed with the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company (including without limitation, as a set-off against the Principal Amount and any accrued interest outstanding).

9.                (Exercise Date): A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

10.              (Issue of Shares on exercise): Within 5 Business Days after the Exercise Date, the Company will:

(a)              allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(b)              if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

(c)              if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If the Company is unable to deliver a notice under paragraph 10(b) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company will lodge with ASIC a "cleansing prospectus" prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. Where a "cleansing prospectus" is required, any Shares issued on exercise of Options will be subject to a holding lock until such time as a prospectus is issued by the Company. The Company must issue the prospectus by no later than 30 days after the date of issue of the Shares, or such later date as is agreed with the Holder.

11.              (Shares issued on exercise): Shares issued on exercise of the Options rank equally with the then Shares of the Company.

12.              (Adjustment for bonus issues of securities): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a)              the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder had exercised the Option before the record date for the bonus issue; and

(b)              no change will be made to the Exercise Price.

13.              (Adjustment for Entitlements Issue) If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 12 will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

14.              (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

15.              (Reconstruction of capital): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

16.              (Constitution) Upon the issue of Shares on exercise of the Options, the Holder agrees to be bound by the Company's Constitution.

 

Voting by Proxy

1.          A Proxy Form is enclosed with this Notice of Meeting.

2.          Each member who is entitled to attend and cast a vote at the General Meeting may appoint a proxy. A proxy need not be a member.

3.          A member who is entitled to cast 2 or more votes at the General Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. If you wish to appoint more than 1 proxy you should photocopy the enclosed proxy form or request an additional proxy form to be sent to you.  Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.

4.          An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are:

·      deposited at the Company's share registry, Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales, 2138, Australia;

·      sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;

·      sent by mail to the Company's share registry at the following address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag A14, Sydney South, New South Wales, 1235, Australia: or

·      lodged online with the Company's share registry by visiting www.linkmarketservices.com.au. Select 'Investor Login'. Refer to "Single Holding" and enter Oilex Ltd or the ASX code (OEX) in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click 'Login'. Select 'Vote' under the 'Action' header and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website, 

by 10.00am (AWST) on 12 September 2018 (or, in the case of any adjournment of the General Meeting, by no later than 48 hours before the time of the adjourned meeting), at which the person named in the instrument proposes to vote.

5.          An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.

6.          A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the General Meeting, including authority under which their appointment is signed, unless previously given to the Company.

7.          Shareholders and their proxies should be aware 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.

8.          Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

·      the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

·      if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

·      if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

·      if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

If a proxy is also a Shareholder, section 250BB(1) does not affect the way that the person can cast any votes that hold as a Shareholder.

9.          Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·      an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

·      the appointed proxy is not the chair of the meeting; and

·      at the meeting, a poll is duly demanded on the resolution; and

·      either of the following applies:

-       the proxy is not recorded as attending the meeting; or

-       the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

 


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