Acclaim Exploration NL
Ferrum Crescent Limited
ACN 097 532 137
NOTICE OF ANNUAL GENERAL MEETING
AND
EXPLANATORY STATEMENT TO SHAREHOLDERS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE
HELD ON 30 November 2015 at The Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia 6151 at 11.00 a.m. (Perth time)
You are encouraged to attend the meeting but, if you cannot, you are requested to complete and return the enclosed Proxy Form without delay (and no later than 48 hours before the meeting) to Computershare Investor Services Pty Limited at GPO Box 242, Melbourne Victoria 3001, Australia, or by facsimile on facsimile number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of FERRUM CRESCENT LIMITED ('Ferrum' or 'the Company') will be held on the date and at the location and time specified below:
DATE: Monday, 30 November 2015
LOCATION: The Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia 6151
TIME: 11.00 a.m. (Perth time)
BUSINESS: The business to be transacted at the Annual General Meeting is the proposal of the Resolutions set out below.
TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE
The Annual General Meeting of Shareholders of Ferrum Crescent Limited will be held at The Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia 6151 on Monday, 30 November 2015 at 11.00 a.m. (Perth time).
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
Shareholders may attend the Annual General Meeting on the date and at the place set out above and vote in person.
Holders of Depositary Interests (DI Holders) may attend the Annual General Meeting but will not be permitted to vote at the Meeting. For their votes to be counted DI Holders must submit their CREST Voting Instruction to the Company's Agent by the required cut-off time set out below. Alternatively, DI Holders can vote using the enclosed Form of Instruction as per the instructions set out below.
VOTING BY PROXY
Please note that:
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a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
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a proxy need not be a member of the Company;
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a Shareholder may appoint a body corporate or an individual as its proxy;
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a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and
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a Shareholder 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, but where the proportion or number is not specified, each proxy may exercise half of the total votes.
Australia (Proxy Forms)
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.
To vote by proxy, please complete and sign the Proxy Form enclosed and either:
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deliver the Proxy Form by post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia; or
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fax the form to Computershare Investor Services Pty Limited on facsimile number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia),
so that it is received not later than 11.00 a.m. (Perth time) on 28 November 2015. Proxy forms received later than this time will be invalid.
South Africa (Proxy Forms)
The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.
To vote by proxy, please complete and sign the Proxy Form enclosed and deliver the proxy form to:
Computershare Investor Services (Proprietary) Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) and to reach them by no later than 5.00 a.m. (SA time) on Saturday, 28 November 2015.
United Kingdom (CREST Voting Instruction)
Holders of Depositary Interests in CREST 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 the appropriate action on their behalf.
In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a '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 via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 11.00 a.m. (UK time) 25 November 2015. 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. Holders of depositary interests 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 Depositary Interest 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. In this connection, 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.
United Kingdom (Form of Instruction)
Alternatively, DI Holders can vote by completing, signing and returning the enclosed Form of Instruction to the Company's agent (3RA50) no later than 11.00 a.m. (UK Time) on 25 November 2015.
CUSTODIAN VOTING
www.intermediaryonline.com to submit your voting intentions.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Ferrum Crescent Limited will be held at 11.00 a.m. (Perth time) on Monday, 30 November 2015 at The Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia 6151.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting and a glossary of defined terms not defined in full in this Notice. The Explanatory Statement and the enclosed Proxy Form, or Form of Instruction if you are a DI Holder, form part of this Notice of Meeting. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
The Directors have determined pursuant to Regulation 7.11.37 and 7.11.38 of the Corporations Regulations that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company at
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p.m. (Perth time) on Saturday, 28 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
AGENDA
Financial Statements and Directors' Report
The financial statements, Directors' Report and Auditor's Report for the year ended 30 June 2015 are to be tabled.
RESOLUTIONS
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Adoption of Remuneration Report (Non-binding)
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary Resolution:
'That for the purposes of section 250R(2) of the Corporations Act and for all other purposes the remuneration report for the Company for the year ended 30 June 2015 be adopted.'
The vote on this resolution is advisory only and does not bind the directors or the Company.
Voting Prohibition: In accordance with section 250(R) of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.
However, a person described above may cast a vote on this resolution if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1 (as set out above), and either:
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the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or
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the person is the Chairman and the appointment of the Chairman as proxy:
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does not specify the way the proxy is to vote on Resolution 1; and
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expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 1.
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Re-election of Grant Button as a director
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary Resolution:
'That Mr Grant Button, who retires by rotation in accordance with clause 11.3 of the Constitution, and, being eligible, offers himself for election, be re-elected as a director of the Company.'
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 2.
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Appointment of auditor
To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary Resolution:
'That, subject to Ernst & Young receiving the consent of ASIC for it to resign as the Company's auditor in accordance with section 329(5) of the Corporations Act, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes, BDO, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company (and its consolidated entities).'
The Chairman intends to vote all available proxies IN FAVOUR of Resolution 3.