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ARROWHEAD RESOURCES LIMITED
(formerly Gippsland Limited)
ACN 004 766 376
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT
For the Annual General Meeting to be held on 27 November 2015 at 10am (WST) at
The Vic Boardroom, 226 Hay Street Subiaco, WA, 6008, Australia.
As this is an important document, please read it carefully. This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.
Shareholders in doubt as to how they should vote should seek advice from their professional advisers.
If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.
Venue
TIME AND PLACE OF MEETING AND HOW TO VOTE
The Annual General Meeting of the Shareholders of Arrowhead Resources Limited ('Arrowhead' or the 'Company') will be held at:
The Vic Boardroom,
226 Hay Street Commencing at
Subiaco WA 6008 10.00am (WST)
Australia on 27 November 2015
How to Vote
You may vote by attending the Meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the Meeting on the date and at the place set out above.
Voting by Proxy
To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:
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send the proxy by facsimile to the Share Registry on facsimile number (08) 9315 3333 (International: + 61 8 9315 3333); or
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deliver the proxy to the share registry at Suite 1, 770 Canning Highway, Applecross Western Australia, 6153, Australia; or
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mail the proxy to PO Box 535, Applecross, Western Australia, 6953, Australia; so it is received not later than 3.00pm (WST) on Wednesday, 25 November 2015. Your proxy form is enclosed.
NOTES:
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In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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A Shareholder of the Company who is entitled to cast 2 or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify this proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes.
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Where a voting exclusion applies, the Company need not disregard a vote if 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 to vote as the proxy decides or it is cast by the person chairing the Meeting 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.
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For the purposes of the Regulation 7.11.37 Corporations Regulations 2001 (Cth), the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the Annual General Meeting. The snapshot time and date is 4.00pm (WST) on 25 November 2015.
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Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
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:
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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
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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
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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
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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).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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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
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
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.
ARROWHEAD RESOURCES LIMITED ABN 31 004 766 376
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Arrowhead Resources Limited ('Arrowhead' or the 'Company'), formerly Gippsland Limited, will be held at The Vic Boardroom, 226 Hay Street, Subiaco, Western Australia, at 10.00am (WST) on Friday, 27 November 2015.
AGENDA
The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as ordinary business and special business. Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in the Explanatory Statement.
ORDINARY BUSINESS
Annual Accounts
To receive and consider the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 30 June 2015, the declaration of the Directors, the Remuneration Report and the reports by the Directors and independent auditor.
Note: A copy of the Company's 2015 Annual Report, including the Financial Statements declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for the year ended 30 June 2015, may be accessed by visiting the Company's website at http://www.gippslandltd.com.
Resolution 1: Non Binding Resolution to adopt Remuneration Report
To consider and if thought fit, to pass, with or without amendment, the following as a non-binding resolution:
'That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report for the year ended 30 June 2015 (as set out in the Company's 2015 Annual Report) be adopted.'
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:
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a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
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the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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the voter is the Chair and the appointment of the Chair as proxy:
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does not specify the way the proxy is to vote on this Resolution; and
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expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
The Chairman of the meeting intends to vote all available proxies in favour of the adoption of the