Ausdrill Limited

Published : September 23rd, 2016

Notice of Annual General Meeting/Proxy Form

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Notice of Annual General Meeting/Proxy Form

NOTICE OF 2016 ANNUAL GENERAL MEETING FRIDAY 28 OCTOBER 2016 AT 10.00AM (PERTH TIME)‌‌‌

PERTH ARENA, 700 WELLINGTON STREET, PERTH, WESTERN AUSTRALIA

Notice is hereby given that the 2016 Annual General Meeting (AGM) of Ausdrill Limited (Company) will be held at the Perth Arena, 700 Wellington Street, Perth at 10.00am (WST) on Friday 28 October 2016.

Attached to, and forming part of, this Notice of Meeting are explanatory notes that provide shareholders with background information and further details on the Resolutions to assist shareholders to determine how they wish to vote on the Resolutions. This Notice of Meeting, including the explanatory notes, should be read in its entirety.

Agenda

Ordinary Business

Reports and Accounts

To receive and consider the financial report for the year ended 30 June 2016 and the related Directors' Report, Directors' Declaration and Auditors' Report.

Resolution 1 - Adopt Remuneration Report

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

"That the Remuneration Report of the Company for the financial year ended 30 June 2016 be adopted."

Note: Under the Corporations Act 2001 (Cth), this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement

To the extent required by section 250R of the Corporations Act 2001 (Cth) (Corporations Act), a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Company's or the group's key management personnel (whose remuneration is disclosed in the Remuneration Report) or by a closely related party of such a member. However, a person (the "voter") may cast a vote as a proxy where the vote is not cast on behalf of such a member or a closely related party of such a member and the voter is either:

  1. appointed as a proxy by writing that specifies how the proxy is to vote on Resolution 1; or

  2. the chair of the meeting and the appointment of the chair as proxy does not specify how the proxy is to vote on Resolution 1 and expressly authorises the chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel.

Resolution 2 - Re-election of Mr Mark Anthony Connelly BBus, MAICD

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

"That Mr MA Connelly, who retires in accordance with Article 60 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

Resolution 3 - Re-election of Mr Donald James Argent BCom, CPA, FAICD To consider and, if thought fit, to pass the following as an ordinary resolution:

"That Mr DJ Argent, who retires in accordance with Article 60 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

Resolution 4 - Re-election of Mr Ian Howard Cochrane BCom, LLB

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

"That Mr IH Cochrane, who retires in accordance with Article 59.2 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

Other Business

To transact any other business that may be properly brought before the meeting in accordance with the Company's Constitution or the law.

By order of the Board

Domenic Santini Company Secretary 23 September 2016

1

NOTICE OF ANNUAL GENERAL MEETING 2016

Explanatory Statement

Resolution 1 - Adopt Remuneration Report

The Remuneration Report is included in the Directors' Report from page 27-36 of the Company's 2016 Annual Report, which accompanies this Notice of Meeting.

The Remuneration Report:

  • describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of key management personnel and the Company's performance; and

  • sets out the remuneration arrangements in place for the Directors, the Managing Director and other key management personnel.

Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted be put to the vote at the Company's AGM.

In accordance with the Corporations Act the vote is advisory only and does not bind the Directors or the Company. The Board will consider the outcome of the vote and comments made by shareholders on this resolution at the AGM when reviewing the Company's remuneration policies.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of the votes cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (spill resolution) that another meeting be held within 90 days at which all of the Company's Directors (not including the Managing Director) must be up for re-election.

At the Company's last AGM the votes cast against the Remuneration Report represented less than 25% of the total votes cast. A spill resolution will therefore not be required for this AGM.

Key management personnel details of whose remuneration are included in the Remuneration Report and their closely related parties are prohibited from voting on Resolution 1, except in the circumstances described in the voting exclusion statement set out in the Notice of Meeting.

The Company encourages all eligible shareholders to vote in favour of adopting the Remuneration Report. Resolution 2 - Re-election of Mr Mark Anthony Connelly BBus, MAICD

Mr Mark Anthony Connelly retires under the Director rotation provisions of Article 60 of the Company's Constitution. Mr Connelly has been a non-executive Director of the Company since 25 July 2012. He is a Member of the Audit and Risk Committee and of the Remuneration Committee.

Mr Connelly has more than 29 years of experience in the mining industry, and has held senior executive positions with Newmont Mining Corporation and Inmet Mining Corporation. He is the former Managing Director and Chief Executive Officer of Papillon Resources Limited, a Mali-based gold developer which merged with B2Gold Corp in 2014.

He was Chief Operating Officer of Endeavour Mining Corporation following its merger with Adamus Resources, where he was Managing Director and CEO. Mr Connelly has extensive experience in financing, development, construction and operation of mining projects in a variety of commodities including gold, base metals and other resources in West Africa, Australia, North America and Europe.

Mr Connelly has been a non-executive Director and Chairman of Toro Gold Limited since 2014, West African Resources Limited and Cardinal Resources Limited since 2015 and Tiger Resources Limited since 2016. He has also been a non-executive Director of Saracen Mineral Holdings Limited since 2015.

Mr Connelly, being eligible, offers himself for re-election as a Director.

The Board (other than Mr Connelly) unanimously recommends that shareholders vote in favour of this resolution. Resolution 3 - Re-election of Mr Donald James Argent BCom, CPA, FAICD

Mr Donald James Argent retires under the Director rotation provisions of Article 60 of the Company's Constitution. Mr Argent

has been a non-executive Director of the Company since 25 July 2012.

Mr Argent was the Director Finance and Administration for the Thiess Group, one of the largest integrated engineering and service providers in Australia and South East Asia. He joined Thiess Pty Ltd in 1985 following six years' service with Thiess Holdings Ltd in the late 1970's, and, until he retired in July 2011, played an instrumental part in the growth of Thiess from a family-run business to a leading Australian construction, mining and services company.

Mr Argent holds a Bachelor of Commerce degree, is a Certified Practicing Accountant and a Fellow of the Australian Institute of Company Directors.

Mr Argent, being eligible, offers himself for re-election as a Director.

The Board (other than Mr Argent) unanimously recommends that shareholders vote in favour of this resolution. Resolution 4 - Re-election of Mr Ian Howard Cochrane BCom, LLB

Article 59.2 of the Company's Constitution provides that any person appointed as a Director by the Directors to fill a casual vacancy or as an additional Director holds office only until the conclusion of the next general meeting of the Company and is eligible for re- election at that meeting.

Mr Ian Howard Cochrane was appointed as a non-executive Director and Deputy Chairman on 23 November 2015 and holds office only until the conclusion of the 2016 Annual General Meeting (unless re-elected).

Mr Cochrane holds degrees in Commerce and Law. He was educated in South Africa and immigrated to Australia in 1986. He practised law, specialising in mergers and acquisitions, in national law firms Corrs Chambers Westgarth and Mallesons Stephen Jaques until 2006 when he established (with Mr Michael Lishman) the boutique law firm, Cochrane Lishman, which was eventually acquired by the global law firm Clifford Chance in early 2011.

Mr Cochrane has had a long association with Ausdrill having provided the legal services when Ausdrill first floated in 1994. He was regularly voted by his peers as being one of the leading M&A lawyers in Australia and retired from the practise of law in December 2013. He has not provided legal services to Ausdrill or any other entities since then.

Mr Cochrane has been a non-executive Director and Chairman of VOC Group Limited since 2013 and a non-executive Director of Ardross Estates Pty Ltd since 2014, Wright Prospecting Pty Ltd since 2015 and Dacian Gold Limited since 2016.

The Board (other than Mr Cochrane) unanimously recommends that shareholders vote in favour of this resolution.

Notes

Point at which voting rights are determined

In accordance with the Company's Constitution and the Corporations Regulations 2001 (Cth) the Board has determined that the members entitled to attend and vote at the meeting shall be those persons who are recorded in the register of members at

4.00 pm (WST) on Wednesday 26 October 2016.

Voting by Proxy

If you are unable to attend and vote at the meeting and wish to appoint a person who is attending as your proxy, please complete the attached form of proxy.

Information for voting by proxy:

  • Each member entitled to attend and vote at the meeting may appoint not more than two proxies to attend and vote instead of such member.

  • Where more than one proxy is appointed each proxy must be appointed to represent a specific proportion of the member's voting rights. If the appointment does not specify the proportion of the member's voting rights each proxy may exercise half of the member's voting rights.

  • The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing, or if such appointor is a corporation as required by its constitution or the hand of its attorney.

  • A proxy need not be a member of the Company.

  • In the case of joint holders each holder should sign the proxy form.

  • Should you wish to direct your proxy how to vote please indicate your direction in the appropriate box(es) on the proxy form otherwise your proxy will have a discretion to vote as he/she thinks fit.

  • Where the chairman is appointed proxy he will vote in accordance with the member's directions as specified on the proxy form or, in the absence of direction, in favour of the resolutions contained in this notice.

  • For Resolution 1, if the chairman is your proxy or is appointed as your proxy by default, you may direct the chairman how to vote by ticking the relevant box on the proxy form. If you do direct the chairman how to vote by ticking the relevant box on the proxy form, the chairman will cast your votes on Resolution 1 in accordance with your directions. If you do not direct the chairman how to vote, you will be directing the chairman to vote in accordance with the chairman's voting intentions in respect of Resolution 1 (that is, in favour of Resolution 1) and expressly authorising the chairman to exercise your proxy in respect of Resolution 1 even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel.

  • Proxies should be returned as follows:

    Online: By Mobile: By Mailto:

    At www.investorvote.com.au Scan the QR Code on your Proxy form

    and follow the prompts

    By Facsimile Transmission to: By Handto:

    Computershare Investor Services Pty Ltd GPO Box 242

    Melbourne, Victoria 3001 Australia

    1800 783 447 (within Australia) or

    +61 3 9473 2555 (outside Australia)

    Computershare Investor Services Pty Ltd Level 11

    172 St Georges Terrace Perth, Western Australia 6000

  • To be effective a completed proxy form and the power of attorney (if any) under which the proxy form is signed (or a certified copy of the power of attorney) must be received by 10.00 am WST on Wednesday 26 October 2016 (being 48 hours before the meeting).

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Ausdrill Limited

CODE : ASL.AX
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Ausdrill is based in Australia.

Ausdrill is listed in Australia. Its market capitalisation is AU$ 702.6 millions as of today (US$ 482.3 millions, € 434.2 millions).

Its stock quote reached its highest recent level on April 06, 2012 at AU$ 3.37, and its lowest recent point on February 12, 2016 at AU$ 0.18.

Ausdrill has 312 280 000 shares outstanding.

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