REG - Resolute Mining Ltd - Notice of Annual General Meeting
20/04/2020 07:00
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RNS Number : 1627K Resolute Mining Limited 20 April 2020
20 April 2020
Resolute Mining Limited
("Resolute" or the "Company")
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of the Shareholders of
Resolute Mining Limited (Company) will be held at 3.00pm (AWST) on Thursday,
21 May 2020 at Level 2, Australia Place, 15-17 William Street, Perth, Western
Australia (Meeting). Due to the uncertainty and potential health risks posed
by the COVID-19 pandemic, Resolute will be enabling and encouraging virtual
attendance at the AGM. Shareholders are strongly encouraged not to attend
the meeting in person but to participate in the meeting via teleconference or
live webcast (or both) as detailed below.
Want to ask a question and view presentations? Join both the teleconference
and live webcast online.
Want to listen only and view presentations? Access the live webcast only.
Teleconference Details:
Australian dial-in number: 1800 558 698 (toll free) or +61 2
9007 3187
Conference ID: 10005326
For other country dial in details please refer to the details on page 9.
Link to live webcast
The Notice of Meeting and annual general meeting presentation will be webcast
live online at the time of the meeting. The link below will be active 15
minutes prior to the meeting start time.
https://webcast.openbriefing.com/5981/
(https://webcast.openbriefing.com/5981/)
The Explanatory Memorandum to the Notice provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum and the
Proxy Form both form part of the Notice.
The Directors have determined pursuant to Regulation 7.11.37 of the
Corporations Regulations 2001 (Cth) that the persons eligible to vote at the
Meeting are those who are registered Shareholders of the Company at 5.00pm
(AWST) on Tuesday, 19 May 2020.
Terms and abbreviations used in the Notice and Explanatory Memorandum are
defined in Schedule 1.
AGENDA
Annual Report
To consider the Annual Report of the Company and its controlled entities for
the year ended 31 December 2019, which includes the Financial Report, the
Directors' Report, and the Auditor's Report.
The reports referred to above are included in the Annual Report sent to
Shareholders. A copy of the report is also available on our website:
www.rml.com.au (http://www.rml.com.au) .
Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration Report
as contained in the Company's Remuneration Report for the year ended 31
December 2019."
Resolution 2 - Re-election of Mr Mark Potts as a Director
To consider and, if thought fit, to pass with or without amendment, the
following resolution as an ordinary resolution:
"That, Mr Mark Potts, Director, who retires by rotation pursuant to and in
accordance with Listing Rule 14.4 and article 3.6 of the Constitution, being
eligible for re-election pursuant to article 3.5(a) of the Constitution,
pursuant to article 3.4 of the Constitution and for all other purposes, is
re-elected as a Director on the terms and conditions in the Explanatory
Memorandum."
Resolution 3 - Re-election of Ms Sabina Shugg as a Director
To consider and, if thought fit, to pass with or without amendment, the
following resolution as an ordinary resolution:
"That, Ms Sabina Shugg, Director, who retires by rotation pursuant to and in
accordance with Listing Rule 14.4 and article 3.6 of the Constitution, being
eligible for re-election pursuant to article 3.5(a) of the Constitution,
pursuant to article 3.4 of the Constitution and for all other purposes, is
re-elected as a Director on the terms and conditions in the Explanatory
Memorandum."
Resolution 4 - Approval of annual grant of Performance Rights to Mr John
Welborn
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, for the purposes of Listing Rules 10.14 and 10.19, section 200E of the
Corporations Act and for all other purposes, Shareholders approve the issue of
699,668 Performance Rights to Mr John Welborn (and/or his nominee) under the
2020 Performance Rights Plan in accordance with the terms and conditions
described in the Explanatory Memorandum."
Resolution 5 - Renewal of Resolute Mining Limited Performance Rights Plan
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.2 Exception 9(b) and for all other
purposes, Shareholders approve the Resolute Mining Limited 2020 Performance
Rights Plan, the principal terms of which are summarised in the Explanatory
Memorandum, and approve the issue of Performance Rights under that plan,
including the issue of Shares upon the vesting of those Performance Rights."
Resolution 6 - Approval of Potential Termination Benefits under the 2020
Performance Rights Plan
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"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 2020 Performance Rights Plan in
connection with the person ceasing to hold that managerial or executive office
on the terms and conditions described in the Explanatory Memorandum."
Resolution 7 - Approval of Deed of Indemnity, Access and Insurance
To consider and, if thought fit, to pass with or without amendment, the
following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Chapters 2D and 2E of the
Corporations Act and for all other purposes, approval be given to the Company
to:
(a) indemnify Mr Stuart Gale, during his Office and after the cessation of that Office, in respect of certain claims made against Mr Gale in relation to the period of his Office;
(b) use its reasonable endeavours to procure an insurance policy and pay the premiums of insurance as assessed at market rates for Mr Gale in respect of certain claims made against Mr Gale in relation to the period of his Office (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company);
(c) use its reasonable endeavours to ensure that Mr Gale is at all times covered under an insurance policy for the period of seven years from the date that Mr Gale ceases to hold Office (Insurance Run-Off Period), which will be on terms not materially less favourable to Mr Gale than the terms of insurance applicable at the date of termination of his Office, and to continue to pay those premiums during that Insurance Run-Off Period (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company); and
(d) provide Mr Gale with access, upon the termination of his Office, for a period of not less than seven years following that termination, to any Group Company records which are either prepared by or provided to his during the Retention Period,
on the terms and conditions in the Explanatory Memorandum."
VOTING EXCLUSIONS
Resolution 1 - Adoption of Remuneration Report
In accordance with section 250R of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by, or on behalf of, a member of
the Key Management Personnel whose remuneration details are included in the
Remuneration Report or a Closely Related Party of such a member.
However, the Company will not disregard a vote in favour of Resolution 1 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Resolute Mining Limited's Remuneration Report is included in the Annual Report.
Resolution 4 - Approval of annual grant of Performance Rights to Mr John Welborn
The Company will disregard any votes cast in favour of Resolution 4 by or on
behalf of any Director or officer (other than any Directors or officers who
are ineligible to participate in any employee incentive plan of the Company)
of a Group Company and any of their associates.
However, the Company will not disregard a vote in favour of Resolution 4 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a vote on this
Resolution must not be cast by a person appointed as a proxy, where that
person is either a member of the Key Management Personnel or a Closely Related
Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf
of a person who is otherwise excluded from voting on this Resolution and:
(a) the person is appointed as a proxy by writing and the
appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the
Chairman as proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chairman to exercise the proxy even
if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
Resolution 5 - Renewal of Resolute Mining Limited Performance Rights Plan
The Company will disregard any votes cast in favour of Resolution 5 by or on
behalf of any Director or officer (other than any Directors or officers who
are ineligible to participate in any employee incentive plan of the Company)
of a Group Company and any of their associates.
However, the Company will not disregard a vote in favour of Resolution 5 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a vote on this
Resolution must not be cast by a person appointed as a proxy, where that
person is either a member of the Key Management Personnel or a Closely Related
Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf
of a person who is otherwise excluded from voting on this Resolution and:
(a) the person is appointed as a proxy by writing and the
appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the
Chairman as proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chairman to exercise the proxy even
if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
Resolution 6 - Approval of Potential Termination Benefits under the 2020
Performance Rights Plan
The Company will disregard any votes cast in favour of Resolution 6 by or on
behalf of any Director or officer (other than any Directors or officers who
are ineligible to participate in any employee incentive plan of the Company)
of a Group Company and any of their associates.
However, the Company will not disregard a vote in favour of Resolution 6 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a vote on this
Resolution must not be cast by a person appointed as a proxy, where that
person is either a member of the Key Management Personnel or a Closely Related
Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf
of a person who is otherwise excluded from voting on this Resolution and:
(a) the person is appointed as a proxy by writing and the
appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the
Chairman as proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chairman to exercise the proxy even
if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
Resolution 7 - Approval of Deed of Indemnity, Access and Insurance
The Company will disregard any votes cast in favour of Resolution 7 by Mr Gale
or any of his associates.
However, the Company will not disregard a vote in favour of Resolution 7 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
(ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a vote on this
Resolution must not be cast by a person appointed as a proxy, where that
person is either a member of the Key Management Personnel or a Closely Related
Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf
of a person who is otherwise excluded from voting on this Resolution and:
(a) the person is appointed as a proxy by writing and the
appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the
Chairman as proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chairman to exercise the proxy even
if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
VOTING IN PERSON
A Shareholder that is an individual may attend and vote in person at the
Meeting. If you wish to attend the Meeting, please bring the enclosed Proxy
Form to the Meeting to assist in registering your attendance and the number of
votes.
Holders of Depositary Interests (DI Holders) may attend the Meeting but will
not be permitted to vote at the Meeting. In order 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.
'Snap-shot' Time
The Company may specify a time, not more than 48 hours before the meeting, at
which a 'snap-shot' of Shareholders will be taken for the purposes of
determining Shareholder entitlements to vote at the meeting.
The Directors have determined that all Shares on issue at 5.00pm (AWST) on
Tuesday, 19 May 2020 shall, for the purposes of determining voting
entitlements at the Annual General Meeting, be taken to be held by the persons
registered as holding the Shares at that time.
Corporate Representative
Any corporate Shareholder who has appointed a person to act as its corporate
representative at the meeting 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 and/or registry in advance of the meeting or handed in at the meeting
when registering as a corporate representative.
VOTING BY PROXY
Australia (Proxy form)
If you do not wish to or cannot attend the Meeting, you may appoint a proxy to
attend and vote on your behalf. A Shareholder, who may be an individual or a
body corporate, who is entitled to attend and vote at the Meeting is entitled
to appoint a proxy which may be a body corporate or an individual. A proxy
need not be a Shareholder.
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. If a representative of a corporate proxy is to
attend the Meeting, you must ensure that the appointment of the representative
is in accordance with section 250D of the Corporations Act. The corporate
representative should bring to the Meeting evidence of his or her appointment,
including any authority under which the appointment is signed. A form of the
certificate may be obtained from the Company's share registry.
A Shareholder who is 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. 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 the enclosed Proxy Form. To appoint a
second proxy, you must follow the instructions on the Proxy Form.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy and
Shareholders and their proxies should be aware of these provisions which
generally provide that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chairman, who must vote the proxies as directed.
If the proxy has two or more appointments that specify different ways to vote
on a resolution, the proxy must not vote on that resolution on a show of
hands.
The enclosed Proxy Form provides further details on voting entitlement,
appointing proxies and lodging proxy forms. To vote by proxy, please complete,
sign and return the enclosed Proxy Form. In order for it to be valid, your
Proxy Form (and any power of attorney under which it is signed) must be
received at one of the addresses given below by 3.00pm (AWST) on Tuesday, 19
May 2020. Any proxy form received after that time will not be valid for the
Meeting.
Online at www.investorvote.com.au (http://www.investorvote.com.au)
By mail Share Registry - Computershare Investor Services Pty Limited,
GPO Box 242, Melbourne Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your Proxy Form and follow the prompts
Custodian voting For Intermediary Online subscribers only (custodians) please visit
www.intermediaryonline.com to submit your voting intentions.
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 (available via www.euroclear.com
(http://www.euroclear.com) ). 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 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.
To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company's agent (3RA50) by no later than 3.00pm (BST) on
Friday, 15 May 2020. 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 DI 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 regard, 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 (Computershare Investor
Services PLC) no later than 3.00pm (BST) on Friday, 15 May 2020.
COVID-19
Due to the uncertainty and potential health risks posed by the COVID-19
pandemic, Resolute will be enabling and encouraging virtual attendance at the
AGM. Shareholders are strongly encouraged not to attend the meeting in
person but to participate in the meeting by:
· lodging a directed proxy or direct vote in advance of the meeting;
· lodging questions in advance of the meeting by emailing questions
to contact@rml.com.au (mailto:contact@rml.com.au) ; and
· participating in the AGM by dialling in to the teleconference or
accessing the live webcast online via the link (or both). Note that direct
votes will not be able to be cast during the teleconference or live webcast
therefore Shareholders are encouraged to vote by proxy or direct vote in
advance of the meeting.
Want to ask a question and view presentations? Join both the teleconference
and live webcast online.
Want to listen only and view presentations? Access the live webcast only.
Teleconference Details
Conference ID: 10005326
List of toll-free international access numbers
Australia 1800 558 698 Japan 0053 116 1281
Canada 1855 8811 339 New Zealand 0800 453 055
China 4001 200 659 Singapore 800 101 2785
Hong Kong 30082034 United Kingdom 0800 051 8245
India 0008 0010 08443 United States 1855 8811 339
For countries not listed, the Australian participant toll number (+61 2 9007
3187) can be dialled to gain access to the meeting.
Link to live webcast
The Notice of Meeting and annual general meeting presentation will be webcast
live online at the time of the meeting.
The link below will be active 15 minutes prior to the meeting start time.
https://webcast.openbriefing.com/5981/
(https://webcast.openbriefing.com/5981/)
BY ORDER OF THE BOARD
[Electronically signed]
_______________________
Amber Stanton
Company Secretary
Dated: 9 April 2020
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of
Shareholders in connection with the business to be conducted at the annual
general meeting to be held at 3.00pm (AWST) on Thursday, 21 May 2020 at Level
2, Australia Place, 15-17 William Street, Perth, Western Australia. Due to
the uncertainty and potential health risks posed by the COVID-19 pandemic,
Resolute will be enabling and encouraging virtual attendance at the AGM.
Shareholders are strongly encouraged not to attend the meeting in person but
to participate in the meeting via teleconference and live webcast - refer to
page 9 for further details.
The purpose of this Explanatory Memorandum is to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to
pass the Resolutions.
Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be
offered the opportunity to discuss the Annual Report, including the Financial
Report, Directors' Report and Auditor's Report for the year ended 31 December
2019. A copy of the Annual Report can be obtained on the Company's website at
www.rml.com.au or by contacting the Company on telephone number: +61 8 9261
6100.
No resolution is required for this item. Shareholders will be offered the
following opportunities:
(a) to discuss the Annual Report;
(b) to ask questions or make comment on the management of
the Company; and
(c) to ask the Company's auditor questions about the conduct
of the audit and the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the
Chairman about the management of the Company, or to the Company's auditor
about:
(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation
to the preparation of the financial statements; and
(d) the independence of the Company's auditor in relation to
the conduct of the audit,
may be submitted no later than five business days before the Meeting to the
Company Secretary at the Company's registered office.
Resolution 1 - Adoption of Remuneration Report
Consistent with section 250R(2) of the Corporations Act, the Company presents
its Remuneration Report for the year ended 31 December 2019 to Shareholders
for consideration and adoption, by way of an ordinary resolution.
The Remuneration Report is set out in the Company's 2019 Financial Report. The
2019 Financial Report is available on the Company's website at www.rml.com.au
(http://www.rml.com.au) . The Remuneration Report contains:
(a) information about the Board's policy for determining the
nature and amount of remuneration of Directors and senior executives of the
Company;
(b) details of the remuneration of, and equity held by,
Directors and senior executives of the Company; and
(c) a summary of the terms of any contract under which any
Director or senior executive is engaged, including the period of notice
required to terminate the contract and any termination payments provided for
under the contract.
The Board continues to focus on refining and improving the Company's
remuneration framework to best support the current strategic direction of the
business and to determine how remuneration can best support the future needs
of the Company.
The Remuneration Committee is responsible for determining and reviewing the
compensation arrangements for directors, the Chief Executive Officer and the
executive team. Executive remuneration is reviewed annually having regard to
individual and business performance, relevant comparative information and
internal and independent external information.
A reasonable opportunity will be given to Shareholders at the meeting to ask
questions about, or make comments on, the Remuneration Report.
The Corporations Act provides that Shareholders will have the opportunity to
remove the whole Board (except the Managing Director) if the Remuneration
Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual
general meetings.
Where a resolution on the Remuneration Report receives a Strike at two
consecutive annual general meetings, the Company will be required to put to
Shareholders at the second annual general meeting a resolution on whether
another meeting should be held (within 90 days) at which all Directors (other
than the managing director) who were in office at the date of approval of the
applicable Directors' Report must stand for re-election.
The Company's Remuneration Report did not receive a Strike at the last annual
general meeting. If the Remuneration Report receives a Strike at this Meeting,
Shareholders should be aware that if a second Strike is received at next
year's annual general meeting, this may result in the Board (other than the
Managing Director) standing for re-election.
Chairman's intentions
Resolution 1 is an ordinary resolution. The Chairman intends to exercise all
available proxies in favour of Resolution 1.
If the Chairman is appointed as your proxy and you have not specified the way
the Chairman is to vote on Resolution 1, by signing and returning the Proxy
Form, you are considered to have provided the Chairman with an express
authorisation for the Chairman to vote the proxy in accordance with the
Chairman's intention, 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 Potts as a Director
Resolution 2 is an ordinary resolution.
Article 3.6 of the Constitution requires one third of all Directors, or if
their number is not a multiple of three, then the number nearest one-third, to
retire at each annual general meeting. The Director(s) to retire under article
3.6 of the Constitution are those who have held office the longest since last
being elected or appointed.
Article 3.5(a) of the Constitution states that a Director who retires under
article 3.6 is eligible for re-election.
Resolution 2 provides that Mr Potts retires by rotation and seeks re-election
as a Director.
Experience and current directorships
Mr Potts is a leading global technology executive who for more than 30 years
has consistently combined innovation, strategy, vision, technology and
execution to drive business disruption and results for a range of
international organizations. Most recently Mr Potts was the Chief Technology
Officer and Vice President for Corporate Strategy at Hewlett-Packard
Enterprise. Mr Potts has previously been the founder of several venture-backed
start-ups in a variety of industries in Australia, the United States, and the
United Kingdom. Of relevance for Resolute is Mr Potts' extensive experience in
leading business through technology lead innovation and disruption. Mr Potts
is a sought-after leader, strategic advisor, and speaker in technology,
innovation, its application within organisations for business advantage, and
future directions in technology.
Mr Potts is the Chair of the Remuneration Committee and is a member of the
Audit and Risk Committee and the Nomination Committee.
Mr Potts has held directorships of other Australian listed entities within the
last three years:
· iCetana Limited - Chairman - 24/07/2018 - present
· Decimal Software Limited - Chairman - 16/06/2016 - 24/12/2018
(delisted)
Mr Potts was appointed as a Director on 29 June 2017 and has held office
longest since last being elected or appointed. As at 25 March 2020, being the
last practical date prior to finalisation of this Notice, the Board considers
that Mr Potts is an independent Director. If re-elected, Mr Potts will
continue to be an independent Director.
As at 25 March 2020, being the last practical date prior to finalisation of
this Notice, Mr Potts held 54,097 Shares.
The Chairman intends to exercise all available proxies in favour of Resolution
2.
DIRECTORS' RECOMMENDATION
The Directors (other than Mr Potts) unanimously recommend that Shareholders
vote IN FAVOUR of Resolution 2.
Mr Potts has an interest in the outcome of this Resolution and therefore does
not consider it appropriate to make a recommendation to Shareholders.
Resolution 3 - Re-election of Ms Sabina Shugg as Director
Resolution 3 is an ordinary resolution.
Article 3.6 of the Constitution requires one third of all Directors, or if
their number is not a multiple of three, then the number nearest one-third, to
retire at each annual general meeting. The Director(s) to retire under article
3.6 of the Constitution are those who have held office the longest since last
being elected or appointed.
Article 3.5(a) of the Constitution states that a Director who retires under
article 3.6 is eligible for re-election.
Resolution 3 provides that Ms Shugg retires by rotation and seeks re-election
as a Director.
Experience and current directorships
Ms Shugg is a mining engineer with over 30 years' experience involving senior
operational roles with leading mining and consulting organisations including
Normandy, Newcrest, and KPMG. Ms Shugg holds a Master of Business
Administration from the University of Western Australia, a Mining Engineering
degree from the Western Australian School of Mines, and a Western Australian
First Class Mine Manager's Certificate of Competency.
An advocate for innovation and technology improvements in mining, Ms Shugg is
the Director of the Kalgoorlie Campus for Curtin University - WA School of
Mines. In her role as Founder and Chair of Women in Mining and Resources WA,
Ms Shugg was awarded the inaugural Women in Resources Champion by the Chamber
of Minerals and Energy of Western Australia for being an outstanding role
model for the resources industry and broader community. In 2015, Ms Shugg was
awarded a Member of the General Division of the Order of Australia for
significant service to the mining industry through executive roles in the
resources sector and as a role model and mentor to women.
Ms Shugg is a member of the Audit and Risk Committee, Remuneration Committee,
Nomination Committee and Safety, Security and Environment Committee.
Ms Shugg held no directorships of other Australian listed entities within the
last three years.
Ms Shugg and Mr Sullivan were last re-elected as Directors on 26 October 2018
and have held office longest since last being elected or appointed. Ms Shugg
has agreed to retire by rotation.
As at 25 March 2020, being the last practical date prior to finalisation of
this Notice, Ms Shugg did not hold any Shares but had subscribed for 27,273 as
part of tranche 2 of the Company's equity raising.
As at 25 March 2020, being the last practical date prior to finalisation of
this Notice, the Board considers that Ms Shugg is an independent Director. If
re-elected, Ms Shugg will continue to be an independent Director.
The Chairman intends to exercise all available proxies in favour of Resolution
3.
DIRECTORS' RECOMMENDATION
The Directors (other than Ms Shugg) unanimously recommend that Shareholders
vote IN FAVOUR of Resolution 3.
Ms Shugg has an interest in the outcome of this Resolution and therefore does
not consider it appropriate to make a recommendation to Shareholders.
Resolution 4 - Approval of annual grant of Performance Rights to Mr John
Welborn
Background
Resolution 4 is an ordinary resolution.
Resolution 4 seeks Shareholder approval for the issue of 699,668 Performance
Rights to Mr John Welborn (and/or his nominee) under the 2020 Performance
Rights Plan in accordance with the terms and conditions described in this
Explanatory Memorandum.
The annual grant of equity (KMP LTI) forms a key component of Mr Welborn's
total remuneration. A significant portion of his total remuneration is placed
at-risk to better align his interests with those of Shareholders, to encourage
the production of long-term sustainable growth and to assist with his
retention.
Quantum
The quantum of the 2020 KMP LTI grant to Mr Welborn, covering the three year
period ending 31 December 2022, has been determined with reference to current
market practice (as at 31 December 2019). For 2020 (ending 31 December
2020), the dollar value (face value) of the KMP LTI grant to Mr Welborn is
equivalent to 100% of his fixed remuneration for the year ending 31 December
2020 which equals $800,000.
Under the accounting standard AASB 2 Share based Payments, the Company will
recognise an expense in the income statement based on the fair value of the
Performance Rights over the period from the grant date to the vesting date.
The total of the fair value of the Performance Rights on the grant date of 1
January 2020 subject to Shareholder approval is approximately $527,550. If
Shareholder approval is obtained, this valuation will be finalised based on
the actual issue date of Mr Welborn's performance rights.
Allocation methodology
The number of Performance Rights granted has been calculated by reference to
the KMP LTI quantum (ie. $800,000), which is divided by the face value (FV) of
one Performance Right (equal to the Volume Weighted Average Price of a
Resolute Share for the 10 days leading up to the grant date of 1 January 2020
which quantified the FV as $1.1434) as follows:
LTI quantum ($)
= Number of Performance
FV of one Performance Right
Rights granted
Performance period
Performance is tested over a period of three years to ensure that sustainable
Shareholder growth has been created.
Notwithstanding that a particular tranche may have passed the relative TSR
and/or Reserves Growth hurdles, none of the relevant tranche of Performance
Rights will vest unless Mr Welborn remains employed with the Company for the
full three year period. It is only if the relevant performance hurdle is
passed and the three year service condition is met that the relevant tranche
of Performance Rights will vest and can be exercised and Shares awarded. If Mr
Welborn ceases employment before the three year service condition is passed
then he will forfeit his relevant tranche of Performance Rights, unless
otherwise determined by the Board in its sole and absolute discretion.
Vesting conditions and performance hurdles
Performance Rights are allocated to participants, with vesting subject to
meeting performance hurdles (measured over the performance period) and
remaining employed with the Company.
Performance hurdle Description Weighting
Relative Total Shareholder Return (TSR) • TSR is calculated by taking into account the growth in a company's 75%
Share price over the performance period (i.e. three years) as well as the
dividends received during that period.
• Resolute's TSR will be ranked against a peer group of companies
(refer below for the current peer group). To measure performance and to
determine the vesting outcome:
o TSR of the companies in the peer group is calculated;
o a percentile analysis is done to determine the percentile performance of
the group in terms of 60th to 75th percentile performance;
o Resolute's TSR is calculated to determine what percentile in the peer
group it relates to; and
o this percentile determines how many Performance Rights will vest.
Reserves Growth • The Reserves Growth performance measures the change in Resolute's 25%
Reserves at the end of the performance period (i.e. three years) as compared
to the commencement of the performance period, net of mining depletion.
• Resolute's overall change as at the end of the performance period
will determine how many Performance Rights will vest.
For the FY20 LTI grant, relative TSR performance will be assessed against the
performance of a peer group of the following 16 listed gold production
companies of a similar size to Resolute as follows:
· Regis Resources · Evolution Mining Ltd
· Saracen Mining Ltd · Perseus Mining Ltd
· Semafo Inc · Centamin Plc
· Hummingbird Resources Plc · St Barbara Ltd
· Assanko · Pan African Resources Plc
· IAMGold Corporation · West African Resources
· Teranga Gold Corporation · Golden Star Resources Ltd
· Roxgold Inc. · Shanta Gold
The vesting schedule for the portion of the LTI linked to the Relative TSR
performance is as follows:
Relative TSR performance Performance Vesting Outcomes
Less than 60(th) percentile 0% vesting
At the 60(th) percentile 50% vesting
Between 60(th) and 75(th) percentile Between 50% and 100% vesting, calculated on a linear basis.
At or above 75(th) percentile 100% vesting
The vesting schedule for the portion of the LTI linked to the Reserves Growth
performance is as follows:
Reserves Growth performance Performance Vesting Outcomes
Reserves depleted 0% vesting
Reserves maintained 50% vesting
Reserves grown by up to 15% Between 50% and 100% vesting, calculated on a linear basis.
Reserves grown by 15% or more 100% vesting
None of the relevant tranche of Performance Rights will vest unless Resolute's
Reserves are maintained or grown as at the end of the relevant performance
period.
There will be no retesting of performance. Any Performance Rights that fail to
become exercisable due to a failure to satisfy the vesting conditions will
lapse and be forfeited.
Further information and additional policies and provisions for KMP LTI
Performance Rights
· Clawback - The Board has discretion to claw back granted but
unvested Performance Rights in the event of serious misconduct or a material
misstatement in Resolute's financial statements.
· Share ownership by the CEO - the CEO has a personal ambition to
accumulate and maintain a significant Shareholding whilst employed by the
Company. The Board believes the proposed incentive arrangements, which are
the subject of this Resolution, are an efficient and appropriate manner to
enable the CEO to accumulate equity in the Company. As at 25 March 2020, being
the last practical date prior to finalisation of this Notice, Mr Welborn held
3,250,000 Shares representing approximately 0.3% of issued Share capital.
· Change of control - On the occurrence of a change of control of
Resolute, the Board will determine, in its sole and absolute discretion, the
manner in which all unvested, and vested but unexercised, Performance Rights
will be dealt with. In circumstances where shareholders have voted in
support of a positive Change of Control transaction the Board would normally
determine to vest any outstanding KMP LTI Performance Rights, subject to Mr
Welborn being in the employ of the Company at the time the shareholder
decision is made.
· Dividends and voting rights of unvested Performance Rights - There
are no participating rights or entitlements inherent in the Performance Rights
before their exercise and the issue of Shares (if applicable), and Mr Welborn
will not be entitled as a result of holding Performance Rights to any
additional votes at meetings of Shareholders, receive dividends, or
participate in surplus profits or assets of the Company upon a winding up.
Chapter 2D of Corporations Act
In accordance with section 200B of the Corporations Act, subject to certain
exceptions, the Company must not give a benefit in connection with a person's
retirement from an office unless it obtains Shareholder approval.
The Performance Rights may, subject to the Board's discretion, vest upon
termination of Mr Welborn's employment. The Board has formed the view should
this occur, the affected Performance Rights may constitute a benefit in
connection with Mr Welborn's retirement from office under section 200B.
Section 200B applies where the benefit is given to a person whose details were
included in the Directors' Report for the previous financial year. Mr
Welborn's details were included in the Directors' Report of the Company for
the year ending on 31 December 2019. The Company is therefore seeking
Shareholder approval under section 200E in connection with potential vesting
of the Performance Rights being granted to Mr Welborn.
The value of the termination benefits connected to the Performance Rights
cannot presently be ascertained but matters, events and circumstances that
will, or likely to, affect the calculation of that value include:
(a) the number of Performance Rights that vest;
(b) the market price of Shares on ASX on the last ASX
trading day before the date of calculation; and
(c) the status of the vesting conditions attaching to the
Performance Rights at the time Mr Welborn's employment ceases.
Chapter 2E of Corporations Act
In accordance with section 208 of the Corporations Act, to give a financial
benefit to a related party, the Company must obtain Shareholder approval
unless the giving of the financial benefit falls within an exception in
sections 210 to 216 of the Corporations Act.
Mr Welborn, as a Director, is a related party of the Company.
The Board (excluding Mr Welborn) has formed the view that Shareholder approval
under section 208 of the Corporations Act is not required for the proposed
grant of Performance Rights as the grant constitutes reasonable remuneration
for the purposes of section 211 of the Corporations Act.
Listing Rule 10.14
In accordance with Listing Rule 10.14, the Company must not issue or agree to
issue equity securities to a Director unless it first obtains Shareholder
approval.
As Shareholder approval is sought under Listing Rule 10.14, approval under
Listing Rule 7.1 is not required.
Specific information required by Listing Rule 10.15 is provided as follows:
(a) The Performance Rights will be granted to Mr Welborn
(Managing Director & Chief Executive Officer) (and/or his nominee).
(b) Subject to Shareholder approval being obtained, the
number of Performance Rights to be granted to Mr Welborn has been determined
by the allocation methodology formula outlined, with 699,668 Performance
Rights conditionally granted to Mr Welborn.
(c) The Performance Rights will be granted within one
month of the date of the Meeting.
(d) Since the 2017 Performance Rights Plan was approved by
Shareholders, Mr John Welborn, being the only person referred to in Listing
Rule 10.14 who received securities under the 2017 Performance Rights Plan,
received 4,563,749 Performance Rights at no acquisition price (of which none
have lapsed or expired).
(e) As at 25 March 2020, being the last practical date
prior to finalisation of this Notice, Mr Welborn is the only person declared
by the Board to be eligible to be granted Performance Rights under the 2020
Performance Rights Plan that is covered by Listing Rule 10.14 (i.e. a
Director, an associate of the Director, or a person whose relationship with
the Company, Director or associate of the Director is, in ASX's opinion, such
that approval should be obtained).
(f) No consideration is payable by Mr Welborn at the time
of grant of the Performance Rights or upon the allocation of Shares to which
Mr Welborn may become entitled to on the vesting of some or all of the
Performance Rights. The grant of Performance Rights has vesting conditions
attached to it as set out above.
(g) A voting exclusion statement for this Resolution is
included in the Notice.
(h) There will be no funds raised by the Company as a
result of the grant of the Performance Rights to Mr Welborn or upon the
allocation of Shares to which Mr Welborn may become entitled to on the vesting
of some or all of the Performance Rights.
(i) No loan will be provided by the Company to Mr
Welborn in relation to the grant of the Performance Rights.
Listing Rule 10.19
Listing Rule 10.19 provides that, without the approval of ordinary
Shareholders, an entity must ensure that no Officer of the entity or any of
its child entities will be, or may be, entitled to termination benefits if the
value of those benefits and the termination benefits that are or may become
payable to all Officers together exceed 5% of the equity interests of the
entity as set out in the latest accounts given to ASX under the Listing Rules.
The Company is also seeking Shareholder approval for the purposes of Listing
Rule 10.19 as the Performance Rights may, subject to the Board's discretion,
vest upon termination of Mr Welborn's employment. The value of the termination
benefit payable to Mr Welborn depends on a number of factors, including the
value of the Company's equity interests which vary over time. Accordingly, it
is possible that the provision of the benefit associated with the acceleration
of the vesting of Performance Rights may exceed 5% of the equity interests of
the Company at the relevant time.
Chairman's intentions
The Chairman intends to exercise all available proxies in favour of Resolution
4.
If the Chairman is appointed as your proxy and you have not specified the way
the Chairman is to vote on Resolution 4, by signing and returning the Proxy
Form, you are considered to have provided the Chairman with an express
authorisation for the Chairman to vote the proxy in accordance with the
Chairman's intention, even though Resolution 4 is connected directly or
indirectly with the remuneration of a member of the Key Management Personnel.
DIRECTORS' RECOMMENDATION
The Directors (other than Mr Welborn) unanimously recommend that Shareholders
vote IN FAVOUR of Resolution 4.
Mr Welborn has an interest in the outcome of this Resolution and therefore
does not consider it appropriate to make a recommendation to Shareholders.
Resolution 5 - Renewal of Resolute Mining Limited Performance Rights Plan
Listing Rule approval
Resolution 5 is an ordinary resolution.
Shareholder approval is being sought to approve the issue of Performance
Rights under the 2020 Performance Rights Plan so that the Company will satisfy
Listing Rule 7.2 Exception 9(b) (as an exception to Listing Rule 7.1).
Listing Rule 7.1 provides that, without the approval of shareholders, an
entity must not issue or agree to issue equity securities which amount to more
than 15% of its issued share capital in any rolling 12 month period. However,
Listing Rule 7.2 sets out a number of exceptions to Listing Rule 7.1. These
exceptions include Exception 9(b), which relates to an issue under an employee
incentive scheme if, within three years before the date of issue, shareholders
have approved the issue of securities under the scheme.
If Resolution 5 is approved, all Performance Rights issued by the Company
under the 2020 Performance Rights Plan (including the Shares issued on vesting
of such Performance Rights) during the three year period from the date of the
Meeting will be excluded from the 15% limit imposed by Listing Rule 7.1. In
the absence of such approval, the issue of Performance Rights (and the Shares
upon vesting of such Performance Rights) can still occur for the purposes of
Chapter 7 of the Listing Rules, but those Performance Rights and Shares will
be counted as part of the 15% limit which would otherwise apply during the
relevant 12 month period.
Plan details
Under the 2020 Performance Rights Plan, senior executives are granted
Performance Rights which represent a right to be issued or transferred Shares
at a future point, subject to the satisfaction of vesting conditions. No
exercise price is payable and eligibility to participate in the 2020
Performance Rights Plan is at the Board's discretion.
The 2020 Performance Rights Plan enables the Company to make annual grants to
senior executives so that LTIs form a key component of their total annual
remuneration.
The LTI dollar value that senior executives will be entitled to receive is set
at a fixed percentage of their annual fixed remuneration and ranges from 10%
to 100% of fixed remuneration at face value, depending on the participant's
level of seniority. This level of LTI is in line with current market practice.
The Board believes that the grants made under the under the 2020 Performance
Rights Plan have served their purpose of acting as a key retention tool and
focusing executives on future Shareholder value generation.
The grants made under the 2020 Performance Rights Plan remain subject to the
satisfaction of challenging performance hurdles. Relative total shareholder
return (TSR) continues to be an appropriate performance measure of the
Company's performance, and is commonly used by companies listed on the ASX.
Relative TSR is a forward-looking performance measure that drives continued
and sustainable growth, measuring the return received by Shareholders from
holding Shares over the three year performance period. No reward will be
provided to senior executives unless the Company's relative TSR performance
positions it at the 60th percentile or greater against peers. No retesting
will be permitted.
It is proposed that any Performance Rights will be issued to participants in
accordance with the rules of the 2020 Performance Rights Plan. A copy of the
2020 Performance Rights Plan will be made available for inspection at the
Company's registered office before the Meeting and at the Meeting. A summary
of the principal terms of the 2020 Performance Rights Plan is set out in
Schedule 2.
As at 25 March 2020, being the last practical date prior to finalisation of
this Notice, a total of 9,182,112 Performance Rights have been granted under
the 2017 Performance Rights Plan, being the last Performance Rights Plan that
was approved by Shareholders (in 2017), and a total of 1,928,740 Performance
Rights have lapsed since that date.
The Chairman intends to exercise all available proxies in favour of Resolution
5.
A voting exclusion statement for Resolution 5 is included in the Notice.
Proposed amendments from 2017 Performance Rights Plan
There have been no material changes to the style or design of the 2020
Performance Rights Plan since it was last approved by Shareholders at the 2017
Annual General Meeting.
DIRECTORS' RECOMMENDATION
The Directors (other than Mr Welborn) unanimously recommend that Shareholders
vote IN FAVOUR of Resolution 5.
Mr Welborn has an interest in the outcome of this Resolution and therefore
does not consider it appropriate to make a recommendation to Shareholders.
Resolution 6 - Approval of Potential Termination Benefits under the 2020
Performance Rights Plan
Background
Resolution 6 is an ordinary resolution.
Part 2D.2 of the Corporations Act restricts the benefits that can be given to
persons who hold a 'managerial or executive office' (as defined in the
Corporations Act) on leaving their employment with the Company or any of its
related bodies corporate, unless an exception applies. As at 25 March 2020,
being the last practical date prior to finalisation of this Notice, the
following persons, who fall within the definition of a person who holds a
'managerial or executive office', have been granted Performance Rights under
the Company's previous Performance Rights Plans and the 2020 Performance
Rights Plan:
(a) Mr John Welborn who holds 5,563,749 Performance Rights
and, if Resolution 4 is approved, 6,233,417 Performance Rights;
(b) Mr Stuart Gale who holds nil Performance Rights;
(c) Ms Amber Stanton who holds 418,216 Performance Rights;
and
(d) Mr David Kelly who holds 324,349 Performance Rights,
(collectively, the Key Officeholders).
Under section 200B of the Corporations Act, a company may only give a person
who holds a managerial or executive office, a benefit in connection with their
retirement from their position of employment in the company or its related
bodies corporate if the benefit is approved by shareholders or an exemption
applies. A person who holds a managerial or executive office includes a member
of Key Management Personnel. The Key Officeholders are either all members of
Key Management Personnel or hold managerial or executive offices.
Provided shareholder approval is given, the value of the termination benefits
may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of
the Corporations Act (i.e. the approved benefit will not count towards the
statutory cap under the legislation).
A benefit includes automatic, or accelerated, vesting of share-based payments
for a person on, or as a result of, retirement from their position of
employment in the company. All rights automatically lapse on termination,
unless the Board determines otherwise. Past practice has seen, in
exceptional circumstances, awards being retained on a pro-rata basis upon
termination (rather than automatically lapsing). There has never been any
acceleration of awards upon any termination.
The Board possesses the discretion to determine, in the event that a
participant ceases employment, office or contractual engagement with the
Company (or a subsidiary) before the vesting of their Performance Rights, that
some or all of their Performance Rights will not lapse. Accordingly, the Board
has formed the view that should this occur, it may constitute a benefit in
connection with retirement from office.
Listing Rule 10.19
ASX Listing Rule 10.19 provides that, without the approval of ordinary
shareholders, an entity must ensure that no Officer of the entity or any of
its child entities will be, or may be, entitled to termination benefits if the
value of those benefits and the termination benefits that are or may become
payable to all Officers together exceed 5% of the equity interests of the
entity as set out in the latest accounts given to ASX under the Listing Rules.
Depending upon the value of the termination benefits (see above), and the
equity interests of the Company at the time such benefits may crystallise, it
is uncertain if such payment would exceed this 5% threshold. Accordingly,
Shareholder approval is being sought in case the value of the termination
benefits exceeds this 5% threshold at the relevant time.
Accordingly, Shareholder approval is also sought for all purposes including
Part 2D.2 of the Corporations Act and Listing Rule 10.19 to approve the giving
of benefits under the 2020 Performance Rights Plan to a person by the Company
in connection with that person ceasing to be an Officer of, or ceasing to hold
a managerial or executive office in, the Company (or subsidiary of the
Company) on the terms and conditions in this Explanatory Memorandum.
Requirements of Part 2D.2 of the Corporations Act
Under the terms of the 2020 Performance Rights Plan, the Board possesses the
discretion to determine, in the event that a participant ceases employment,
office or contractual engagement with the Company (or a subsidiary) before the
vesting of their Performance Rights, that some or all of their Performance
Rights will not lapse upon cessation of such employment, office or contractual
engagement.
All rights automatically lapse on termination, unless the Board determines
otherwise. Past practice has seen, in exceptional circumstances, awards
being retained on a pro-rata basis upon termination (rather than automatically
lapsing). There has never been any acceleration of awards upon any
termination. The Board's current intention is to only exercise this
discretion under the 2020 Performance Rights Plan in exceptional
circumstances.
Exercising discretion in this manner may constitute a 'benefit' for the
purposes of section 200B of the Corporations Act and Listing Rule 10.19. The
Company is therefore seeking Shareholder approval for the exercise of the
Board's discretion in respect of the Key Officeholders.
The value of any benefit relating to any Performance Rights held by each Key
Officeholder arising from their retirement from their office cannot be
determined in advance. This is because various matters will or are likely to
affect that value. In particular, the value of a particular benefit will
depend on factors such as the Company's share price at the time of vesting and
the number of Performance Rights that will vest. The following additional
factors may also affect the benefit's value:
(a) the circumstances in which the participant ceases
employment, office or contractual engagement;
(b) the participant's length of service and the status of
the vesting conditions attaching to the relevant Performance Rights at the
time the participant's employment, office or contractual engagement ceases;
(c) the participant's base salary or fee at the time the
relevant Performance Rights or underlying Shares were granted to the
participant and the time they cease employment, office or contractual
engagement;
(d) the number of unvested Performance Rights that the
participant holds at the time they cease employment, office or contractual
engagement; and
(e) any other factors that the Board considers relevant
when exercising its discretion.
Chairman's intentions
The Chairman intends to exercise all available proxies in favour of Resolution 6.
If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 6, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 6 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.
DIRECTORS' RECOMMENDATION
The Directors (other than Mr Welborn) unanimously recommend that Shareholders
vote IN FAVOUR of Resolution 6.
Mr Welborn, who is a Key Officeholder, has an interest in the outcome of this Resolution and therefore does not consider it appropriate to make a recommendation to Shareholders.
Resolution 7 - Approval of Deed of Indemnity, Access and Insurance
Background
Resolution 7 is an ordinary resolution.
Mr Gale has entered into a deed of indemnity, insurance and access with the
Company (Deed of Indemnity, Insurance and Access).
The Company entered into a Deed of Indemnity, Insurance and Access with Mr
Gale after he became an Officer of a Group Company.
Given the duties and responsibilities of Officers and their potential
liabilities, the Board considers it appropriate that each Officer be suitably
protected from certain claims made against them. The proposed protection will
not apply to the extent it is prohibited by the Corporations Act.
As a person may be called to account for his or her actions several years
after ceasing to hold Office, it is considered reasonable that suitable
protection should extend for a period of time after an Officer has ceased to
hold Office.
It is generally recognised that an Officer or former Officer of a company may
face considerable difficulty in properly answering or defending any claim made
against him or her, particularly, as is often the case, where the claim is
brought after the Officer ceases to hold Office. Difficulties may arise by
reason of the following:
(a) No indemnity after cessation of Office
While a company's constitution provides Officers with an indemnity in respect
of claims made while they hold Office, the indemnity arguably ceases if they
cease to hold Office and does not extend to cover roles as an Officer of a
body corporate associated with the company. Without the benefit of an
indemnity, the cost of defending such a claim in respect of the actions of an
Officer or former Officer, even if the claim is ultimately proven to be
without merit, can be considerable and beyond the financial resources of the
individual Officer.
(b) Maintenance of insurance policies
Officers' insurance policies generally only provide cover for claims made
during the currency of the insurance policy. Generally, unless insurance
premiums continue to be paid after the time an Officer ceases to hold Office,
claims made after cessation of Office will not be covered by the insurance
policy. The cost to a former Officer of personally maintaining insurance cover
after ceasing to hold Office can be prohibitive, particularly given the number
of years for which insurance must be maintained and given the former Officer
is unlikely to be receiving income from the company.
(c) Access to Board papers
In accordance with section 198F of the Corporations Act, Officers have a right
to inspect the books of the Company:
(i) whilst they hold Office; and
(ii) for seven years after ceasing to hold Office,
at all reasonable times for the purposes of a legal proceeding to which the
Officer is a party, that the Officer proposes in good faith to bring or that
the Officer has reason to believe will be brought against him or her.
Despite this statutory right, Officers may require access to company documents
which are relevant to the Officer's Office and not strictly required for the
purpose of anticipated, threatened or commenced legal proceedings.
Furthermore, although a proceeding may be instituted within six years after a
cause of action arises, that six year period is calculated from the date the
damage is found to have occurred - this may be long after the conduct which
allegedly caused the damage occurred.
Given these difficulties, a person may be unwilling to become or to remain as
an Officer of a company without suitable protection being provided by the
company. The benefit to such company in providing such protection is that it
will continue to be able to attract persons of suitable expertise and
experience to act as Officers.
Summary of the Deeds of Indemnity, Insurance and Access
The Company has entered into a Deed of Indemnity, Insurance and Access which
requires:
(a) the Company to indemnify Mr Gale during his Office and
after the cessation of that Office, in respect of certain claims made against
Mr Gale in relation to the period of his Office to the extent allowable under
the Corporations Act;
(b) the Company to use its reasonable endeavours (subject to
cost and availability) to maintain an insurance policy and pay the premiums of
insurance as assessed at market rates for Mr Gale to the extent available
under the Corporations Act, in respect of certain claims made against him in
relation to the period of his Office (except to the extent such insurance
cannot be procured at a reasonable cost or is otherwise unavailable to the
Company) and to continue to pay those premiums for a period of up to seven
years following the termination of his Office; and
(c) the Company to provide Mr Gale with access, upon ceasing
to hold Office and for a period of up to seven years following that cessation,
to any Group Company records which are either prepared by or provided to Mr
Gale during the Retention Period.
Summary of the indemnity and insurance provisions in the Corporations Act
In considering Resolution 7, please note the following limitations in the
Corporations Act concerning the provision of indemnities and insurance to
Officers. The Deeds of Indemnity, Insurance and Access for which Shareholder
approval is sought under Resolution 7 comply with these limitations.
(a) Section 199A of the Corporations Act
The Corporations Act sets out specific prohibitions to the Company's ability
to grant indemnities for liabilities and legal costs.
The Company is prohibited from indemnifying its Officers against a liability
if it is a liability:
(i) to the Company and any of its related bodies corporate;
(ii) to a third party that arose out of conduct involving a
lack of good faith; or
(iii) for a pecuniary penalty order or a compensation order
under the Corporations Act (such orders being made for breaches such as
breaches of the Officer's duties, the related party rules and insolvent
trading rules).
The Company is also prohibited from indemnifying its Officers against legal
costs incurred:
(i) in defending actions where an Officer is found liable
for a matter for which he or she cannot be indemnified by the Company as set
out immediately above;
(ii) in defending criminal proceedings where the Officer is
found guilty;
(iii) in defending proceedings brought by ASIC or a liquidator
for a court order if the grounds for making the order are found by the court
to be established; or
(iv) in connection with proceedings for relief to the director
under the Corporations Act where the court denies the relief.
(b) Section 199B of the Corporations Act
If the Company, or a related body corporate of the Company, pays the premium
on an insurance policy in favour of an Officer, section 199B of the
Corporations Act requires the Company to ensure that the relevant contract of
insurance does not cover liabilities incurred by the Officer arising out of
conduct involving either:
(i) a wilful breach of duty in relation to the Company; or
(ii) contravention of the provisions relating to an Officer
making improper use of information or improper use of his or her position for
his or her advantage or gain, or to the detriment of the Company.
Shareholder approval
Resolution 7 seeks Shareholder approval in accordance with the following
provisions of the Corporations Act:
(a) Section 200B of the Corporations Act
In accordance with section 200B of the Corporations Act, to give a benefit in
connection with a person's retirement from an Office, the Company must obtain
Shareholder approval in the manner set out in section 200E of the Corporations
Act.
The Directors consider that as the:
(i) proposed payment of insurance premiums;
(ii) benefit of the indemnity in relation to liabilities
incurred during the period that Mr Gale holds Office; and
(iii) Mr Gale's access to Group Company records,
continue for a period of up to seven years after Mr Gale ceases to hold
Office, each may be viewed as the provision of a benefit given 'in connection
with' Mr Gale's retirement for the purposes of section 200B of the
Corporations Act.
(b) Section 208 of the Corporations Act
In accordance with section 208 of the Corporations Act, to give a financial
benefit to a related party, the Company must obtain Shareholder approval
unless the giving of the financial benefit falls within an exception in
sections 210 to 216 of the Corporations Act.
For the purposes of section 208 of the Corporations Act, Mr Gale is considered
to be related parties of the Company.
The provision of insurance and indemnity to existing and future Officers may
involve the provision of a financial benefit to related parties of the Company
within the prohibition in Chapter 2E of the Corporations Act. The Directors
consider that the payment of insurance premiums and the provision of
indemnities by the Company are 'reasonable in the circumstances' of the
Company and therefore (in respect of the indemnities and payment of insurance
premiums with regard to the liabilities of Officers incurred as Officers) fall
within an exception to the prohibition in Chapter 2E of the Corporations Act.
However, given the indemnities and payment of insurance premiums extend to
the liabilities of Mr Gale in his capacity as an Officer, the Company
considers that the reasonable nature of the provision of any indemnity or
insurance is an appropriate matter for the Shareholders.
In accordance with sections 200E and 219 of the Corporations Act, the
following information is provided to Shareholders to allow them to assess the
proposed resolution:
(i) The Company has taken out an insurance policy which
will provide insurance cover for Mr Gale against all permitted liabilities
incurred by Mr Gale acting as an Officer (except to the extent such insurance
cannot be procured at a reasonable cost or is otherwise unavailable to the
Company).
(ii) The insurance premiums payable will be calculated at
market rates applicable from time to time.
(iii) Mr Gale is a related party of the Company to whom the
proposed Resolution would permit the giving of a benefit.
(iv) The nature of the benefit to be given to Mr Gale is the
benefit under the Deed of Indemnity, Insurance and Access, the terms of which
are summarised above.
(v) The reasons and basis for the benefit are set out above.
(vi) Mr Gale was appointed as Chief Financial Officer on 20
January 2020 and did not receive remuneration and emoluments from the Company
(including Share based payments) in the year ending 31 December 2019.
(vii) Mr Gale expects to receive the following remuneration and
emoluments from the Company (including Share based payments) in the year
ending 31 December 2020:
Short-term
Name of Officer Base Remun-eration Non-Monetary Benefits Short Term Incentive Annual Leave Expense Super-annuation Long Services Leave Expense Share Based Payments Total
S. Gale 440,000 - 332,500 38,750 25,000 7,334 199,315 1,042,899
(viii) As at 25 March 2020, being the last practical date prior
to finalisation of this Notice, Mr Gale does not hold a relevant interest in
any securities of the Company.
(ix) Mr Gale considers it inappropriate to make a
recommendation to Shareholders about the proposed Resolution as he holds an
interest in the benefit proposed to be given by the Company to him.
(ix) Neither the Directors nor the Company are aware of any
other information that would be reasonably required by Shareholders to make a
decision in relation to the benefits contemplated by the proposed Resolution.
Chairman's intentions
The Chairman intends to exercise all available proxies in favour of Resolution
7.
If the Chairman is appointed as your proxy and you have not specified the way
the Chairman is to vote on Resolution 7, by signing and returning the Proxy
Form, you are considered to have provided the Chairman with an express
authorisation for the Chairman to vote the proxy in accordance with the
Chairman's intention, even though Resolution 7 is connected directly or
indirectly with the remuneration of a member of Key Management Personnel.
DIRECTORS' RECOMMENDATION
The Directors unanimously recommend that Shareholders vote IN FAVOUR of
Resolution 7.
Schedule 1 - Definitions
In the Notice (which includes the Explanatory Memorandum), words importing the
singular include the plural and vice versa.
$ means Australian Dollars.
2017 Performance Rights Plan means the 2017 Resolute Mining Limited
Performance Rights Plan which was approved by Shareholders at the Company's
2017 annual general meeting as amended from time to time.
2020 Performance Rights Plan means the 2020 Resolute Mining Limited Equity
Performance Rights Plan as amended from time to time.
Annual Report means the Financial Report, Directors' Report and Auditor's
Report for the year ended 31 December 2019.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the
Australian Securities Exchange operated by ASX.
Auditor's Report means the auditor's report on the Financial Report.
AWST means Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors of the Company.
BST means British Summer Time.
Chairman means the person appointed to chair the Meeting or any part of the
Meeting.
Closely Related Party has the meaning given in section 9 of the Corporations
Act.
Company or Resolute means Resolute Mining Limited ABN 39 097 088 689.
Constitution means the Constitution of the Company as at the commencement of
the Meeting.
Corporations Act means Corporations Act 2001 (Cth).
Deed of Indemnity, Insurance and Access has the meaning given to that term on
page 23.
Director means a director of the Company.
Directors' Report means the annual directors' report prepared under chapter 2M
of the Corporations Act for the Company and its controlled entities.
Explanatory Memorandum means the explanatory memorandum which forms part of
this Notice.
Financial Report means the annual financial report prepared under chapter 2M
of the Corporations Act of the Company and its controlled entities.
Group means the Company, its Subsidiaries and any Outside Entities.
Group Company means any existing or future member of the Group.
Key Management Personnel means a person having authority and responsibility
for planning, directing and controlling the activities of the Company,
directly or indirectly, including any Director (whether executive or
otherwise).
Listing Rules means the listing rules of the ASX.
LTI means long term incentive.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice means this notice of meeting which is comprised of the notice, agenda,
Explanatory Memorandum and Proxy Form.
Office means an office as an Officer.
Officer has the same meaning, as the context requires, given in paragraphs (a)
and (b) of the definition of "officer" of a corporation, or in paragraphs (a)
and (b) of the definition of "officer" of an entity that is neither an
individual nor a corporation, in each case in section 9 of the Corporations
Act.
Outside Entity means a body corporate or other entity of which an Officer has
been appointed as an Officer either at the request of the Company or a
Relevant Company or in connection with the Officer's role as an Officer of the
Company or a Relevant Company.
Performance Right means an entitlement granted to a participant pursuant to
one of the Company's performance rights plans to receive one Share subject to
the satisfaction of applicable vesting conditions.
Proxy Form means the proxy form attached to the Notice.
Relevant Company means any Subsidiary of the Company.
Remuneration Report means the remuneration report of the Company contained in
the Directors' Report.
Resolution means a resolution contained in this Notice.
Retention Period means the period commencing on the later of:
(a) the date being seven years before the date of the applicable Deed
of Indemnity, Insurance and Access; or
(b) the date of the incorporation of the Company, a Relevant Company or
an Outside Entity,
and expiring on the date seven years after the applicable Officer ceases to be
an Officer.
Schedule means the schedule to this Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
Subsidiary has the meaning given in section 9 of the Corporations Act and
refers to any corporation of that kind whenever it becomes a subsidiary.
TSR means total shareholder return.
Schedule 2 - Summary of 2020 Performance Rights Plan Rules
A summary of the rules of the 2020 Performance Rights Plan (Plan) is set out
below:
Eligibility: The Plan is open to full time and part-time employees of the Company or its
related bodies corporate (Group), executive Directors of any member of the
Group, and any other person who is declared by the board of the Company
(Board) to be eligible to participate in the Plan. Eligible employees may
request that some or all of their Performance Rights are held by a Nominee (as
defined in the Plan), however the Board has sole discretion to accept or
reject a Nominee.
Instruments: The Plan allows the Board to grant Performance Rights, with each Performance
Right representing a right to acquire one Share, provided that the relevant
vesting conditions are satisfied.
Equity pool: The number of Performance Rights granted under the Plan (Awards), and the
number of Shares underlying any Awards, granted on any day must not exceed the
maximum permitted under any ASIC Class Order (including, without limitation,
ASIC CO 14/1000 ) providing relief from the disclosure regime of the
Corporations Act to ensure compliance with any such ASIC Class Order.
Grant of Performance Rights: The individual grants of Performance Rights to those eligible to participate
in the Plan will be as determined by the Board in its sole and absolute
discretion, subject to any necessary Shareholder approvals. In line with
current market practice, the CEO is currently provided with a LTI allocation
equal to 100% of fixed remuneration and the other senior executives are
provided with a LTI allocation equal to 10-65% of fixed remuneration,
depending on the participant's level of seniority.
Grant date: The timing and frequency of the grant of Performance Rights will be as
determined by the Board in its sole and absolute discretion.
Exercise price: Performance Rights will be granted with a nil exercise price.
Life of Performance Rights: Unless otherwise determined by the Board in its sole and absolute discretion,
Performance Rights granted will have a maximum life of 15 years, such that if
they are not exercised before the 15 year anniversary of their grant (Expiry
Date) they will lapse.
Transferability of Performance Rights: Performance Rights will not be transferable, other than:
· to a nominated party of a participant, where the Board determines
that the participant may do so:
· with the prior consent of the Board: or
· on a participant's death, to the participant's legal personal
representative.
Rights attaching to Performance Rights: Participants will have no voting or dividend rights until performance Rights
are exercised and the participants hold Shares.
Vesting conditions: The vesting of Performance Rights will be conditional on the satisfaction of
any vesting conditions which the Board has determined will attach to any
Performance Rights.
Vesting notification: When a Performance Right vests, the Company will issue a vesting notification
to the relevant participant, after which the vested Performance Right will be
exercised upon completion by the participant of an exercise notice within a
period specified by the Board.
Lapsing conditions: Unless otherwise determined by the Board in its sole and absolute discretion,
any unvested Performance Rights will lapse on the earlier of:
· the cessation of a participant's employment or office (subject to
the rules governing cessation of employment summarised below);
· where a participant has acted fraudulently, dishonestly or wilfully
breaching their duties;
· if an applicable vesting condition and/or performance hurdle are
not, or, in the opinion of the Board, cannot be, achieved by the relevant
time; or
· the Expiry Date.
Cessation of employment or office: On cessation of employment:
· Performance Rights that have vested but have not been exercised
will continue in force and remain exercisable in accordance with the Plan
until the expiry date, unless the Board in its sole and absolute discretion
determines otherwise, including where the employee has been terminated for
serious misconduct and other reasons justifying termination without notice;
and
· unvested Performance Rights will be forfeited unless the Board in
its sole and absolute discretion determines otherwise, including where the
employee has been terminated due to death, retirement due to ill health and
genuine redundancy. In such cases the Board may determine whether any vesting
conditions and/or performance hurdles applicable to those Performance Rights
have been satisfied and if so that vesting may be on a pro rata basis over the
employee's service period during the vesting period. Any such Performance
Right will be not be determined or exercisable until the end of the vesting
period.
Rights attaching to Share: All Shares acquired by participants upon the exercise of Performance Rights
will rank equally with existing Shares on and from the date of acquisition.
Disposal restrictions on Shares: Prior to the grant of any Performance Rights, the Board may impose disposal
restrictions on Shares acquired by participants following the exercise of
Performance Rights, for example, by way of the use of an employee share trust
or an Australian Securities Exchange holding lock. During any Share disposal
restriction period, participants will have full dividend and voting rights.
Change of control event: A change of control event occurs if:
· a person or entity becomes a legal or beneficial owner of 50% or
more of the issued share capital of the Company; or
· a person or entity becomes entitled to, acquires, holds or has an
equitable interest in more than 50% of the issued share capital of the
Company.
In the event of a change of control event occurring, the Board may determine,
in its sole and absolute discretion, the manner in which all unvested and
vested Performance Rights will be dealt with.
Bonus issues: Subject to the Listing Rules, if there is a bonus issue to the holder of
Shares, then the number of Shares over which a Performance Right is
exercisable will be increased by the number of Shares which the holder of the
Performance Right would have received if the Performance Right had been
exercised before the record date for the bonus issue.
Pro rata issues: If the Company makes a pro rata issue to the holder of Shares, then due to
Performance Rights having a nil exercise price, no adjustment will be
required.
Reorganisation: In the event of any reorganisation (including consolidation, sub-division,
reduction, return or cancellation) of the issue capital of the Company, the
number of Performance Rights to which each participant is entitled will be
changed in accordance with the Listing Rules.
Buy-back: The Company may buy-back Performance Rights and/or Shares acquired upon
exercise of Performance Rights in accordance with the rules of the Plan.
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/)
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