Duxton Hotel Perth, 1 St. Georges Terrace, Perth, Western Australia
This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.
If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF KANGAROO RESOURCES LIMITED ACN 120 284 040 ("KANGAROO RESOURCES"/THE "COMPANY") WILL BE HELD AT DUXTON HOTEL, 1 ST. GEORGES TERRACE, PERTH, WESTERN AUSTRALIA ON FRIDAY 20 MAY 2016, AT 11.00 AM (AWST).
An Explanatory Statement containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.
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Financial Report for the Year ended 31 December 2015
To receive and consider the annual financial report of the Company and the reports of the Directors and the Auditors for the financial year ended 31 December 2015.
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Resolution 1 - Adoption of Remuneration Report
To consider and if thought fit, to pass, with or without amendment, the following resolution: "That, the remuneration report forming part of the Company's 2015 Annual Report, be adopted." Voting Exclusion
In accordance with the Corporations Act (2001) ("Corporations Act"), the Company will disregard:-
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any votes cast (in any capacity) on Resolution 1 by or on behalf of
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a member of the Key Management Personnel listed in the Remuneration Report (KMP); or
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a KMP's Closely Related Party; and
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any votes cast as a proxy on Resolution 1 by any other person who is a member of the KMP at the date of the meeting, or by a Closely Related Party of any such person.
Closely Related Party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.
However the Company need not disregard a vote cast on Resolution 1 if it is cast:
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by any person referred to above as proxy for a person entitled to vote on the Resolution, in accordance with a direction in the proxy appointment specifying how the proxy is to vote on the Resolution; or
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by the person chairing the meeting as proxy for a person entitled to vote on the Resolution where the proxy appointment does not specify the way the proxy is to vote on the Resolution and expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.
Please read the information under the heading 'Chairman as proxy' which deals with the Chairman's voting of undirected proxies on Resolution 1.
If you are a member of the KMP or a Closely Related Party of any such member, you may be held liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company will disregard.
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
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Resolution 2 - Re-election of Mr David Low
To consider and if thought fit, to pass, with or without amendment, the following resolution as an
Ordinary Resolution:
"That, Mr David Low, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be elected as a Director."
GENERAL BUSINESS
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To transact any other business which may lawfully be brought forward.
BY ORDER OF THE BOARD
PAUL JURMAN
Company Secretary Dated 11 April 2016
ENTITLEMENT TO ATTEND AND VOTE
You will be entitled to attend and vote at the Annual General Meeting if you are registered as a Shareholder of the Company as at 5 p.m. (AWST) on 18 May 2016. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board of Directors has determined that the Shares on issue at that time will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
HOW TO VOTE
Voting in person
Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting if possible, so that their holding may be checked against the Company's register of members and attendances recorded.
Corporate representatives
A body corporate, which is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the meeting in accordance with section 250D of the Corporations Act. The appropriate appointment document must be produced prior to admission. A form of the certificate can be obtained from the Company's registered office.
Voting by proxy
A Shareholder who is entitled to attend and cast a vote at the meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the meeting (see above).
A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company's registered office.
To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 11.00 am (AWST) Wednesday 18 May 2016, being 48 hours before the time of the meeting. Any proxy appointment received after that time will not be valid for the scheduled meeting.
In person
Level 2, Suite 9, 389 Oxford Street Mount Hawthorn, Western Australia 6016
By mail
PO Box 281
Mt Hawthorn, Western Australia 6915
By fax
+61 (08) 9380 6761
By Email: [email protected].com
For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.
Voting by attorney
A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the meeting.
Chairman as proxy
If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on each of the proposed Resolutions.