REG - Resolute Mining Ltd - Chairman's AGM Address
15/05/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250515:nRSO8030Ia&default-theme=true
RNS Number : 8030I Resolute Mining Limited 15 May 2025
RESOLUTE MINING LIMITED
Chairman's Script
AGM to be held on Thursday, 15 May 2025
at Flame Tree Boardroom
Liberty Westralia Square 2 offices, Perth
SLIDE / ITEM / RESOLUTION CHAIRMAN'S SCRIPT
SLIDE 1 << Chris Eger speaking >>
Good afternoon ladies and gentlemen. My name is Chris Eger, and I am the
Managing Director and Chief Executive Officer of Resolute Mining Limited. I
would like to warmly welcome you all to our offices for Resolute's 2025 Annual
General Meeting.
I thank you for taking the time to attend today and will now pass over to
Andrew Wray, Chairman of Resolute, to open the meeting.
SLIDE 1 << Andrew Wray speaking >>
Thank you, Chris. Good afternoon ladies and gentlemen. My name is Andrew
Wray, and I am the Chairman of Resolute Mining Limited.
I would like to warmly welcome you all to our annual general meeting.
On behalf of the Board and staff at Resolute, I would like to welcome those
shareholders who have made time to attend today's meeting.
As a courtesy to all shareholders and guests present, could I ask that all
mobile phones be turned off to avoid disrupting the meeting?
Quorum As it has turned 2.00pm, and I am informed that a quorum is present, I declare
the meeting open.
<< Quorum = 2 or more members present and entitled to vote>>
Registration If you have not already, can you please ensure you have registered with the
Computershare representatives outside the room, even if you are not a
shareholder, and have obtained an admission card.
Introductions - I would now like to introduce my fellow directors:
Directors · Non-Executive Directors, Mr Adrian Reynolds, Mr Simon Jackson, Ms
Sabina Shugg, Mr Keith Marshall and Ms Adrienne Parker; and
· Mr Chris Eger, our Managing Director and Chief Executive Officer.
Introductions - I would also like to introduce Resolute's executive team:
Executives · Bruce Mowat, our Executive General Manager - Exploration; and
· Bianca Depres, our General Counsel.
Company Secretaries I would also like to introduce Resolute's Company Secretaries:
· Sam Wright, and Thomas May
Auditors I would also like to welcome Philip Teale, who is in attendance today
representing Ernst & Young, the Company's auditors, and is available to
take questions from shareholders.
Share Registry Welcome and thank you also to Nicole Lewis, Rachel Crane and Leslie Ng as
representatives of our share registry, Computershare, who is also in
attendance today.
Apologies I note that no apologies have been received prior to the meeting.
Are there any apologies to be noted?
Voting In the interests of equitably representing the views of shareholders, we
intend to call a poll in relation to each of the resolutions to be considered
at this meeting.
The poll will be conducted at the end of the meeting.
Each person who signed in today will have received either a Green voting card,
a Yellow card or a White card.
If you are holding a green voting card you, may vote and ask questions.
Those holding a Yellow card may only ask questions and cannot vote.
White cards are for visitors, who may not ask questions or vote.
I will outline the poll procedures prior to conducting the poll.
The results of the poll will be released to the Australian Securities Exchange
after the meeting has concluded.
Voting Exclusions We refer you to the Notice of Meeting for details of voting exclusions on
particular resolutions. If you do not have a copy and would like one, please
speak to one of the Computershare representatives in attendance now.
Proxies The proxies are available for inspection and the proxies received for each
resolution will be shown on the screen.
Undirected proxies that default to the Chairman of the Meeting will be voted
in FAVOUR of the resolutions, including where the resolutions are connected
directly or indirectly with the remuneration of Key Management Personnel.
Format of the meeting There will be an opportunity to ask questions relating to each resolution as
it is considered. Prior to asking a question, please raise your yellow or
green card, state your name and whether you are a shareholder in your own
right or are present as an attorney, proxy or corporate representative of a
shareholder and the name of that shareholder. Please ensure that questions
pertain directly to the resolution being considered at that time.
Notice of Meeting I have been advised by the Company Secretary that the Notice of Meeting has
been properly circulated and I will therefore take the Notice of Meeting as
read.
If there is anyone who, for any reason, is unable to read the resolutions on
the screen, please let me know, and I will be pleased to read each resolution
aloud as it arises.
Minutes of the Previous AGM The minutes of the previous AGM were approved by the Board and signed by my
predecessor. A copy is available should any member wish to see them.
Annual Report The first item on today's agenda relates to consideration of the Annual Report
of the Company and its controlled entities for the year ended 31 December
2024, which includes the Financial Report, the Directors' Report and the
Auditor's Report.
It is not necessary to formally pass these reports however as shareholders
have gathered here today, and we have the full Board and auditors in
attendance, it is a convenient time to ask shareholders whether they wish to
address any matters in those documents.
The Annual Report details the Company's approach to governance, disclosure
issues and management. It includes the remuneration report and it details
the Company's approach to sustainability.
I now invite shareholders to comment or ask questions on the reports.
Questions may also be asked of the auditors in relation to the conduct of the
audit, the content of the audit report, accounting policies adopted by the
Company and the independence of the auditor in carrying out the audit.
If any shareholders have a question or comment, please raise your yellow or
green card and begin by clearly stating your name.
<< Pause for questions >>
Any questions at all?
<< Pause for discussion >>
Poll Procedures As I advised earlier, we will conduct a poll in relation to each of the
Resolutions to be considered at this meeting.
The persons entitled to vote in each poll are:
· all shareholders;
· representatives and attorneys of shareholders; and
· proxyholders,
who hold green voting cards and are not otherwise excluded from voting.
If you are here in more than one of those capacities, you will have been
issued with as many green voting cards as you have separate capacities.
On this card you will find a series of boxes for voting. Please indicate on
your card how you wish to vote by ticking or marking the appropriate square
for the respective resolution(s). You must mark either the 'For' , 'Against'
or Abstain for your vote to count.
IF YOU HAVE ALREADY VOTED your proxy prior to this meeting, you do not need to
vote again. If you have questions about this, please talk to one of the
Computershare representatives present today.
If you are a proxyholder, a summary of the votes to which you are entitled has
been provided with the green voting card. If you only have directed votes, you
need to do nothing other than write your name, sign and submit the voting
card. Votes at your discretion or 'open' votes are shown in the column titled
"Open" on your 'proxy summary' and can be cast at your discretion by marking
either for, against or abstain.
Once you have finished marking your card, please place it in one of the ballot
boxes circulating the room after all resolutions have been read. If there are
any aspects regarding the voting on which you are uncertain, please do not
hesitate to ask the Computershare staff who will be circulating the ballot
boxes after reading all resolutions.
Remuneration Report
SLIDE 2 We now move to Resolution 1 on the Agenda which relates to the adoption of the
Remuneration Report for the year ended 31 December 2024.
There is a detailed explanation of this resolution in the Notice of Meeting,
Resolution 1: commencing on page 9.
Adoption of Remuneration Report I now move Resolution 1 as follows:
<< That, for the purposes of section 250R(2) of the Corporations Act and
for all other purposes, the Remuneration Report for the financial year ended
31 December 2024 be adopted. >>
The proxies received for Resolution 1 are displayed on the screen and show
96.68% of votes in favour of the Resolution.
Are there any questions or comments?
<< Direct any questions to Keith Marshall as Chair of Rem Co >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Re-election of Mr Adrian Reynolds as a Director
SLIDE 3 We now move to Resolution 2 on the Agenda which seeks approval for the
re-election of Mr Simon Jackson as a Director.
There is a detailed explanation of this resolution in the Notice of Meeting,
Resolution 2: commencing on page 9.
Re-election of Mr Simon Jackson as a Director I now move Resolution 2 as follows:
<< That, Mr Simon Jackson, a Director, who retires by rotation pursuant
to and in accordance with article 3.6 of the Constitution, being eligible for
re-election pursuant to article 3.5(a) of the Constitution, and for all other
purposes, is re-elected as a Director.>>
The proxies received for Resolution 2 are displayed on the screen and show
94.78% of votes in favour of the Resolution.
Are there any questions or comments?
<< Andrew Wray to answer any questions >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Election of Mr Keith Marshall as a Director
SLIDE 4 We now move to Resolution 3 on the Agenda which seeks approval for the
re-election of Ms Sabina Shugg as a Director.
There is a detailed explanation of this resolution in the Notice of Meeting,
Resolution 3: commencing on page 9.
Election of Ms Sabina Shugg as a Director I now move Resolution 3 as follows:
<< That, Ms Sabina Shugg, a Director appointed in accordance with
article 3.3 of the Constitution, who retires and is eligible for election
pursuant to Listing Rule 14.4 and article 3.3(a) of the Constitution, and for
all other purposes, is re-elected as a Director. >>
The proxies received for Resolution 3 are displayed on the screen and show
97.01% of votes in favour of the Resolution.
Are there any questions or comments?
<< Andrew Wray to answer any questions >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Election of Ms Adrienne Parker as a Director
SLIDE 5 We now move to Resolution 4 on the Agenda which seeks approval for the
election of Mr Andrew Wray as a Director.
There is a detailed explanation of this resolution in the Notice of Meeting,
Resolution 4: commencing on page 9.
Election of Mr Andrew Wray as a Director I now move Resolution 4 as follows:
<< That, Mr Andrew Wray, a Director appointed in accordance with article
3.3 of the Constitution, who retires and is eligible for election pursuant to
Listing Rule 14.4 and article 3.3(a) of the Constitution, and for all other
purposes, is elected as a Director. >>
The proxies received for Resolution 4 are displayed on the screen and show
87.39% of votes in favour of the Resolution.
Are there any questions or comments?
<< Andrew Wray to answer any questions >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Election of Mr Chris Eger as a Director
SLIDE 6 << That, Mr Chris Eger, a Director appointed in accordance with article
3.3 of the Constitution, who retires and is eligible for election pursuant to
Listing Rule 14.4 and article 3.3(a) of the Constitution, and for all other
purposes, is elected as a Director. >>
Resolution 5:
The proxies received for Resolution 9 are displayed on the screen and show
Election of Mr Chris Eger 99.82% of votes in favour of the Resolution.
Are there any questions or comments?
<< Andrew Wray to answer any questions >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Approval of FY25 Performance Rights to Mr Chris Eger
SLIDE 7 We now move to Resolution 6 on the Agenda which seeks approval for the grant
of FY25 performance rights to Mr Chris Eger.
There is a detailed explanation of this resolution in the Notice of Meeting,
Resolution 6: commencing on page 10.
Approval of FY25 grant of Performance Rights to Mr Chris Eger I now move Resolution 6 as follows:
<< That, for the purposes of Listing Rules 10.14 and section 200E of the
Corporations Act, and for all other purposes, Shareholders approve the issue
of 4,618,283 Performance Rights to Mr Chris Eger (or his nominee) under the
Plan, in accordance with the terms and conditions described in the Explanatory
Memorandum. >>
The proxies received for Resolution 6 are displayed on the screen and show
99.33% of votes in favour of the Resolution.
Are there any questions or comments?
<< Andrew Wray to answer any questions >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Approval of potential termination benefits under the Plan
SLIDE 8 We now move to Resolution 7 on the Agenda which seeks approval of potential
termination benefits under the Plan
There is a detailed explanation of this resolution in the Notice of Meeting,
Resolution 7: commencing on page 15.
Potential termination benefits under the I now move Resolution 7 as follows:
Plan << That, for the purposes of Part 2D.2 of the Corporations Act, Listing
Rule 10.19 and for all other purposes, approval be given to the Company to
provide a benefit to each Key Officeholder under the Plan in connection with
the person ceasing to hold that office, on the terms and conditions described
in the Explanatory Memorandum. >>
The proxies received for Resolution 7 are displayed on the screen and show
99.22% of votes in favour of the Resolution.
Are there any questions or comments?
<< Andrew Wray to answer any questions >>
If there are no further questions, I will now put the resolution to a poll.
Please complete your voting card for this resolution.
Poll
Poll Voting Now that all resolutions have been read, please ensure you have completed your
voting card per my earlier instructions and kindly lodge your voting cards in
the ballot boxes circulating the room.
If you have any questions, please ask a Computershare representative.
Poll Closure Have all persons who intend to vote now voted?
<< pause >>
As it appears as though everyone has now voted, I declare the Poll closed.
Rather than adjourn the meeting, I will ask the Share Registry and our Company
Secretary to calculate the poll results and to announce them to ASX when that
is completed following close of the meeting.
Meeting Close
Meeting Close << Andrew Wray speaking >>
Thank you for your participation in today's Annual General Meeting.
I now declare the meeting closed.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCUVOSRVWUVARRRecent news on Resolute Mining
See all newsREG - Resolute Mining Ltd Goldman Sachs GrpInc - Change in Substantial Holdings
AnnouncementREG - Resolute Mining Ltd - Change in Substantial Holdings
AnnouncementREG - Resolute Mining Ltd - Results of AGM
AnnouncementREG - Resolute Mining Ltd - Chairman's AGM Address
AnnouncementREG - Resolute Mining Ltd - Completion of Acquisition
Announcement