STRAITS RESOURCES LIMITED Notice of Annual General Meeting and Explanatory Memorandum
Straits Resources Limited ABN 30 147 131 977
Date of Meeting: Wednesday, 25 November 2015
Time of Meeting: 2.00pm (Brisbane time)
Place of Meeting: HopgoodGanim Lawyers
Level 7, Waterfront Place 1 Eagle Street
Brisbane Qld 4000
Notice is given that the Annual General Meeting of Shareholders of Straits Resources Limited ABN 30 147 131 977 (Company) will be held at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld 4000, on Wednesday 25 November 2015 at 2.00pm (Brisbane time).
Terms used in this Notice of Meeting are defined in Section 5 of the accompanying Explanatory Memorandum.
To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2015.
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Resolution 1 - Remuneration Report
To consider and, if thought fit, pass the following Resolution as an advisory Resolution:
'That, the Remuneration Report for the year ended 30 June 2015 (as set out in the Directors Report) is adopted.'
VotingThe vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.
Voting Restriction pursuant to Section 250R(4) of the Corporations ActA vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:
a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;
a Closely Related Party of such a member.
However, the above persons may cast a vote on Resolution 1 if:
the person does so as a proxy; and
the vote is not cast 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; and
either
the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
the voter is the chair of the meeting and the appointment of the chair as proxy:
does not specify the way the proxy is to vote on the resolution; and
expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.
- Resolution 2 - Re-election of Mr William Edward Alastair Morrison as a Director
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Introduction
This Explanatory Memorandum is provided to Shareholders of Straits Resources Limited ABN 30 147 131 977 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at the offices of HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street Brisbane Qld 4000, on Wednesday 25 November 2015, commencing at 2.00pm (Brisbane time).
The Directors recommend that Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Terms used in this Explanatory Memorandum are defined in Section 5.
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Consider the Company's Annual Financial Report
The Company's Annual Financial Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2015 were released to ASX Limited on 31 August 2015.
The Company's Annual Report is placed before the Shareholders for discussion. No voting is required for this item.
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Resolution 1 - Remuneration Report
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Remuneration Report
In accordance with Section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution.
The Remuneration Report is set out in the Directors' Report section of the Annual Report for the period ending 30 June 2015.
The Report:
explains the Board's policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;
explains the relationship between the Board's remuneration policy and the Company's performance;
sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and
details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
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Recommendation
The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.
A vote on this Resolution is advisory only and does not bind the Directors or the Company.
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Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies
Members of the Key Management Personnel and their Closely Related Parties (Restricted Voters) and proxies of Restricted Voters are restricted from voting on a resolution which is connected directly or indirectly with the remuneration of a member of the Key Management Personnel (Voting Restriction).
Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.
The Voting Restriction applies to Resolution 1. However, it does not apply where:
the member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment specifies the way the proxy is to vote on the resolution; or
the Chairperson is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
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Resolution 2 - Re-election of Mr William Edward Alastair Morrison as a Director
Mr Morrison retires by rotation in accordance with Rule 28.6(a) of the Company's Constitution and, being eligible, offers himself for re-election as a Director.
Under Rule 28.6 of the Company's Constitution, one-third of Directors are required to retire at each general meeting (excluding Directors seeking election at the meeting for the first time, or the Managing Director).
Mr Morrison was appointed as a director of the Company on 10 December 2010 and was last re-elected as a director at the 27 November 2013 AGM. Mr Morrison retires in accordance with the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director.
Mr Morrison is a non-executive Director. Mr Morrison is a highly experienced international banker who has worked in private equity for over 30 years in the UK and Asia and has broad experience in growing companies across a range of industrial sectors. He was founding Managing Director of Standard Chartered Private Equity and was with Standard Chartered Bank from April 2002 until March 2014. Prior to joining Standard Chartered Bank he spent 20 years at 3i Group, the leading European private equity house, where he was Director for 3i Asia Pacific. He co-founded 3i's Asia Pacific operations in 1997, having previously run an investment team in London focusing on buy-outs and expansion financing. Mr Morrison is both a member of the Audit Committee and the Remuneration Committee.
The Directors (with Mr Morrison abstaining) recommend that you vote in favour of this Ordinary Resolution.
Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting, including this Resolution 2, subject to compliance with the Corporations Act.
- Interpretation
a spouse or child of the member; or
a child of the member's spouse; or
a dependant of the member or the member's spouse; or
anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
Remuneration Report
Re-election of Mr William Edward Alastair Morrison as a Director
on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
return both forms together.
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.
Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.
To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:
'That Mr William Edward Alastair Morrison, who retires by rotation in accordance with Rule 28.6(a) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.
Mr Robert Brainsbury Company Secretary 23 October 2015
Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting,including Resolution 1, subject to compliance with the Corporations Act.
The Proxy Form attached to this Notice has been prepared on this basis.
The following terms used in the Notice of Meeting and the Explanatory Memorandum are defined as follows:
(d) a company the member controls; or
(f) a person prescribed by the regulations for the purposes of this paragraph.
Corporations Act means the Corporations Act 2001 (Cth).
Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.
Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under section 250D of the Corporations Act.
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below, not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.
Computershare Investor Services Pty Limited 117 Victoria Street
West End, Queensland
Computershare Investor Services Pty Limited GOP Box 242
Melbourne Victoria 3001
1800 783 447 (or +61 3 9473 2555 from outside Australia)
www.investorvote.com.au
If a representative of the corporation is to attend the meeting the appropriate 'Certificate of Appointment of Corporate Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.
A proxy form is attached to this Notice.
For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (Brisbane time) on Monday, 23 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Signing instructionsYou must sign the proxy form as follows in the spaces provided:
Individual: Where the holding is in one name, the holder must sign.
Joint Holding: Where the holding is in more than one name, all of the security holders should sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act) does not have a Company Secretary, a Sole Director can also sign alone.
Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.
ONLINE
LODGE YOUR VOTE
Straits Resources Limited
ABN 30 147 131 977
PROXY FORM
www.linkmarketservices.com.au
BY MAIL
Straits Resources Limited
C/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000
ALL ENQUIRIES TO
Telephone: +61 1300 554 474
*X99999999999*
X99999999999I/We being a member(s) of Straits Resources Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
STEP 1or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (Brisbane time) on Wednesday, 25 November 2015 at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000 (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
ResolutionsFor Against Abstain*
*SRQ PRX501*
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED
STEP 3Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, all shareholders must sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
SRQ PRX501C
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, all shareholders must sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (Brisbane time) on Monday, 23 November 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
| ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their 'Holder Identifier' (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form). |
| BY MAIL Straits Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia |
| BY FAX +61 2 9287 0309 |
| BY HAND delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138 or Level 12 680 George Street Sydney NSW 2000 * During business hours (Monday to Friday, 9:00am-5:00pm) |
Proxy Forms may be lodged using the reply paid envelope or:
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Certificate of Appointment of Corporate Representative' should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
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