REG - Synergia Energy Ltd - AGM - Notice of Meeting

Synergia EnergyAnnouncement

23/10/2023 08:45

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RNS Number : 9583Q  Synergia Energy Ltd  23 October 2023

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RNS Announcement

23 October 2023

AIM: SYN

 

AGM - Notice of Meeting

Synergia Energy Ltd (Synergia Energy or the Company) advises that its Annual
General Meeting will be held on Wednesday, 15 November 2023 at 10am GMT / 4pm
AWST (Meeting) at Vigo Consulting, Sackville House, 40 Piccadilly, London W1J
0DR, United Kingdom.

Attached is a copy of the Notice of Meeting and Proxy Form.

For and on behalf of Synergia Energy Limited

 

Anshu Raghuvanshi

Company Secretary

For further information, please contact:

 

 Investor Enquires                    AIM Joint Broker                                         AIM Joint Broker               AIM Nominated Adviser          Media Enquires (UK)

 Synergia Energy Ltd                  Panmure Gordon (UK) Ltd                                  Novum Securities               Strand Hanson Limited          Vigo Consulting

 Briana Stayt                         Broker                                                   Broker                         Nominated Adviser              Investor Relations

 Investor Relations                   John Prior / Mark Murphy / Hugh Rich / Freddie Wooding   Colin Rowbury                  Ritchie Balmer / Rory Murphy   Patrick d'Ancona / Finlay Thomson

 Email:  bstayt@synergiaenergy.com    Tel: +44 (0)20 7886 2500                                 Email:                         Tel: +44 20 7409 3494          Email: patrick.dancona@vigoconsulting.com

 Tel: +61 8 9485 3200                 UK                                                       crowbury@novumsecurities.com   UK                             finlay.thomson@vigoconsulting.com

 Australia                                                                                     Tel: +44 20 7399 9427                                         Tel:+ 44 20 7390 0230 UK

                                                                                               UK

 

23 October 2023

 

 

Dear Shareholder,

 

Synergia Energy Limited (Company) is convening its Annual General Meeting of
shareholders to be held on Wednesday, 15 November 2023 at 6pm AWST / 10am GMT
(Meeting) at the offices of Vigo Consulting, Sackville House, 40 Piccadilly,
London W1J 0DR, United Kingdom

 

This Notice and Explanatory Statement are being made available to Shareholders
electronically (by email) and for those shareholders who have specifically
requested, the Company will dispatch physical copies of its Notice of Meeting.
Where the Company does not have a registered email address for shareholders,
the Notice of Meeting will be available for download from the Company's
website at https://www.synergiaenergy.com/ (https://www.synergiaenergy.com/)

 

A copy of our Proxy Form is enclosed for convenience. Proxy votes may be
lodged by any of the below methods:

i.      By Post:

Share Registry

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001Australia

ii.     By Fax

1800 783 447 (within Australia)

+61 3 9473 2555 (outside Australia)

iii.    By Mobile

Scan the QR Code on your proxy form and follow the prompts

iv.    Online:

At www.investorvote.com.au (http://www.investorvote.com.au)   (Control
Number: 183071)

v.     Custodian Voting

For Intermediary Online subscribers only (custodians) please visit
www.intermediaryonline.com (http://www.intermediaryonline.com) to submit your
voting intentions

All proxy forms must be lodged no later than 6pm (AWST) / 10am (GMT) on
Monday, 13 November 2023 (being at least 48 hours before the Meeting).

All forms of instruction must be lodged no later than 2pm (GMT) on Friday 10
November 2023.

All meeting resolutions will be voted upon by poll. Shareholders who intend to
participate and vote on a poll at the Meeting must attend the meeting in
person.

 

Shareholders who do not wish to vote during the Meeting are encouraged to
appoint the Chair as proxy head of the Meeting. Shareholders can complete the
proxy form provided and give specific instructions on how their vote is to be
exercised on each item of business and the Chair must follow these
instructions. Instructions on how to complete the proxy form are set out in
the Notice.

 

Annual Report

Annual Reports are available in PDF format at the Investors/Financial Reports
section of the Company's website at: https://www.synergiaenergy.com/
(https://www.synergiaenergy.com/) . Physical copies will be dispatched to
those shareholders who have specifically requested a physical copy of the
Annual report.

 

You may elect to receive meeting-related documents, or request a particular
one, in electronic or physical form and may elect not to receive annual
reports. To do so, please contact Computershare.

 

Yours Sincerely

 

Anshu Raghuvanshi

Company Secretary

Synergia Energy Limited

 

SYNERGIA ENERGY

ACN 078 652 632

Notice of Annual General Meeting

Wednesday, 15 November 2023 at 10.00am London (GMT) 6pm Perth (AWST)

at

Vigo Consulting

Sackville House 40 Piccadilly London W1J 0DR, United Kingdom

Important: This Notice of Meeting should be read in its entirety. If
Shareholders are in doubt as to how they should vote, they should seek advice
from their professional advisers prior to voting. Should you wish to discuss
the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary on 08 9485 3200.

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
Synergia Energy Ltd (ABN 50 078 652 632) (Company) will be held at Vigo
Consulting, Sackville House 40 Piccadilly London W1J 0DR on Wednesday, 15
November 2023 at 10.00am (GMT) / 6:00pm (AWST) to conduct the business set out
below.

Voting Eligibility

In accordance with regulation 7.11.37 of the Corporations Regulations 2001
(Cth), the Company has determined that the shareholding of each person for the
purposes of determining entitlements to attend and vote at the Annual General
Meeting will be the entitlement of that person set out in the Company's
register as at 8.00am (GMT) on Monday, 13 November 2023. Accordingly,
transactions registered after this time will be disregarded in determining
entitlements to attend and vote at the Annual General Meeting.

To vote in person, you must attend the Meeting at the time, date and place set
out above.

To vote by proxy, please complete and sign the enclosed Proxy Form and return
by the time and in accordance with the instructions set out on the Proxy Form.

CREST - Depositary Interests

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting
but are not entitled to vote at the Meeting. For their votes to be counted, DI
Holders must either:

·     submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or

·     complete, sign and return the enclosed Form of Instruction to the
Depositary,

by 2pm GMT on 10 November 2023. DI Holders who are CREST members and who wish
to issue an instruction through the CREST electronic voting appointment
service may do so by using the procedures described in the CREST Manual
(available from https://my.euroclear.com/euilegal.html). CREST personal
members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or
voting services provider(s), who will be able to take the appropriate action
on their behalf.

In order for instructions made using the CREST service to be valid, the
appropriate CREST message (a CREST Voting Instruction) must be properly
authenticated in accordance with the specifications of Euroclear UK &
International Limited (EUI) and must contain the information required for such
instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the voting instruction or to
an amendment to the instruction given to the UK Depositary must, in order to
be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50)
no later than 2pm GMT on 10 November 2023. 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
issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to
CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that EUI 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 each CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that the CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that
a CREST Voting Instruction is transmitted by means of the CREST service by any
particular time. In this regard, CREST members 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.

The Company may treat as invalid a CREST Voting Instruction in the
circumstances set out in regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

Entitlement to vote and the number of votes which may be cast thereat will be
determined by reference to the Depositary Interest Register at close of
business on 9 November 2023. Changes to entries on the Depositary Interest
Register after that time shall be disregarded.

Business of the Meeting

Financial and other reports

To receive and consider the Financial Report, together with the declaration of
the Directors, the Directors' Report (including the Remuneration Report) and
the Auditor's Report for the financial year ended 30 June 2023.

In compliance with section 315 of the Corporations Act, these reports are
available in PDF format at the Investor Information section of the Company's
website at: www.synergiaenergy.com (https://www.synergiaenergy.com/) . If you
wish to receive hard copies of these reports, please send a written request to
the Company Secretary, at PO Box 255, West Perth WA 6872, Western Australia.

The Explanatory Memorandum should be read in conjunction with this Notice of
Meeting.

Agenda

Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following Resolution as a
non-binding 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 Annual Report for the financial year ended 30
June 2023."

Note: The votes on this Resolution are advisory only and do not bind the
Directors or the Company.

Voting Exclusion

The Company will disregard any votes cast on the Resolution:

·     by or on behalf of a member of Key Management Personnel as
disclosed in the Remuneration Report,

·     by or on behalf of a Closely Related Party of a member of Key
Management Personnel; and

·     as a proxy by a member of Key Management Personnel or a Closely
Related Party,

However, the Company need not disregard a vote if:

·     a person as proxy or attorney for a person who is entitled to vote
on this Resolution, votes in accordance with directions given to the proxy or
attorney to vote on the resolution in that way; or

·     the Chair as proxy or attorney for a person who is entitled to vote
on this Resolution, votes in accordance with a direction given to the Chair to
vote on this Resolution as the Chair decides; or

·     a holder acting solely in a nominee, trustee, custodial or other
fiduciary capacity on behalf of a beneficiary votes provided the following
conditions are met:

o     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

o     the holder votes on this Resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.

Voting Prohibition

In accordance with section 250R of the Corporations Act, a vote on this
Resolution must not be cast 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 member.

·     a vote may be cast by such person if the vote is not cast on behalf
of a person who is excluded from voting on this Resolution, and:

·     the person is appointed as proxy by writing that specifies the way
the proxy is to vote on this Resolution; or

the person is the Chair and the appointment of the Chair as proxy does not
specify the way the proxy is to vote on this Resolution, but expressly
authorises the Chair to exercise the proxy even if this Resolution is
connected with the remuneration of a member of the Key Management Personnel.

Resolution 2 - Re-election of Mr Mark Bolton as a Director

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

"That, for the purposes of Article 6.3(l) of the Constitution and for all
other purposes, Mr Mark Bolton, retires, and being eligible, is re-elected as
a Director on the terms and conditions set out in the Explanatory Memorandum."

 

Other business

In accordance with Section 250S(1) of the Corporations Act, Shareholders are
invited to ask questions about or make comments on the management of the
Company and to raise any other business which may lawfully be brought before
the Meeting.

By order of the Board

 

Anshu Raghuvanshi

Company Secretary

23 October 2023

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 Vigo Consulting, Sackville House 40 Piccadilly
London W1J 0DR, United Kingdom on Wednesday, 15 November 2023 at 10.00am (GMT)
/ 6:00pm (AWST).

This Explanatory Memorandum should be read in conjunction with the
accompanying Notice of Meeting.

Business of the Meeting

Financial and other reports

Section 317 of the Corporations Act requires the Directors of the Company to
put before the Annual General Meeting the Financial Report, Directors' Report
(including the Remuneration Report), declaration of the Directors and the
Auditor's Report for the financial year that ended before the Annual General
Meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be
provided with a reasonable opportunity to ask questions or make statements in
relation to those reports but no formal resolution to adopt the reports will
be put to Shareholders at the Annual General Meeting (save for Resolution 1 in
respect of the adoption of the Remuneration Report).

Shareholders will also be given a reasonable opportunity 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 Annual
General Meeting, written questions to the Chair about the management of the
Company, or the Company's auditor about:

·     the preparation and content of the Auditor's Report;

·     the conduct of the audit;

·     accounting policies adopted by the Company in relation to the
preparation of the financial statements;

·     the independence of the auditor in relation to the conduct of the
audit; and

·     may be submitted no later than 5 business days before the Annual
General Meeting to the Company's registered office or via e-mail to
synergiaenergy@synergiaenergy.com.

A copy of the Company's 2023 Annual Report is available in the Investor
Information section of the Company's website at: www.synergiaenergy.com
(http://www.synergiaenergy.com) .

Resolutions

1.         Resolution 1 - Adoption of Remuneration Report
1.1           General

Section 250R of the Corporations Act requires that a resolution to adopt the
Remuneration Report must be put to the vote at the Annual General Meeting. The
vote on this Resolution is advisory only and does not bind the Directors or
the Company. If Resolution 1 is not passed, the Directors will not be required
to alter any of the arrangements in the Remuneration Report.

The Remuneration Report is set out in pages 18 to 27 of the Company's 2023
Annual Report, which is available on the Investor Information section of the
Company's website at https://www.synergiaenergy.com/news
(https://www.synergiaenergy.com/news)

In accordance with section 250SA of the Corporations Act, Shareholders will be
provided with a reasonable opportunity to ask questions concerning, or make
comments on, the Remuneration Report at the Annual General Meeting.

The Directors will consider the outcome of the vote and comments made by
shareholders on the Remuneration Report at the Meeting when reviewing the
Company's remuneration policies.

Part 2G.2, Division 9 of the Corporations Act provides Shareholders with 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.

1.2           Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

•          If you appoint a member of the Key Management Personnel
(other than the Chair) whose remuneration details are included in the
Remuneration Report, or a Closely Related Party of such a member as your
proxy, then you must direct your proxy on how to vote on this Resolution.
Undirected proxies granted to these persons will not be voted and will not be
counted in calculating the required majority if a poll is called on this
Resolution.

•          If you appoint the Chair as your proxy (where the Chair
is also 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), then you do not need to direct your proxy on how to vote on this
Resolution. However, if you do not direct the Chair on how to vote, you must
mark the acknowledgement on the Proxy Form to expressly authorise the Chair to
exercise his or her discretion in exercising your proxy even though this
Resolution is connected directly or indirectly with the remuneration of Key
Management Personnel.

•          If you appoint any other person as your proxy, then you
do not need to direct your proxy on how to vote on this Resolution, and you do
not need to mark any further acknowledgement on the Proxy Form.

1.3           Additional information

The Board recommends that Shareholders vote in favour of Resolution 1.
Resolution 1 is a non-binding Ordinary Resolution. The Chair intends to
exercise all available proxies in favour of Resolution 1.

2.         Resolution 2 - Re-election of Mr Mark Bolton as a Director
2.1           General

Article 6.3(l) of the Constitution requires a Director who ceases to be the
managing director of the Company to retire at the next annual general meeting
following the Director ceasing to be managing director. Article 6.3(f) of the
Constitution further provides that any Director who retires under Article
6.3(l) is eligible for re-election.

Mr Mark Bolton has provided the following information in relation to his
qualifications and experience:

2.2           Mark Bolton Biography
Mr Bolton was appointed Chief Financial Officer and Company Secretary on 3 June 2016, and as Executive Director on 26 March 2020. Mr Bolton continued as Executive Director and Chief Financial Officer until 1 July 2021, when he was appointed as Non-Executive Director. Mr Bolton resigned as Company Secretary on 25 August 2021.
Mr Bolton has significant experience in the resource sector in Australia, having worked as Chief Financial Officer and Company Secretary for a number of resource companies since 2003. Prior to this, Mr Bolton worked with Ernst & Young as an Executive Director in Corporate Finance. Mr Bolton has experience in the areas of commercial management and the financing of resource projects internationally. He also has extensive experience in capital and equity markets in a number of jurisdictions including ASX, AIM and the TSX. Mr Bolton has significant experience in the development and financing of new resources projects, particularly in emerging economies. Mr Bolton is an Executive Director of Panthera Resources PLC and Non-Executive Director of West Cobar Metals
2.3           Board recommendation

The Board (excluding Mr Bolton) recommends that Shareholders vote in favour of
Resolution 2. Resolution 2 is an Ordinary Resolution. The Chairperson intends
to exercise all available proxies in favour of Resolution 2.

Glossary

Words which are defined in the Explanatory Memorandum have the same meaning
when used in this Notice of Meeting unless the context requires otherwise. For
assistance in considering the Notice of Meeting and Explanatory Memorandum,
the following words are defined here:

Annual General Meeting or Meeting means the annual general meeting of the
Company convened under the Notice of Meeting.

Annual Report means the Directors' Report, the Financial Report, and Auditor's
Report, in respect to the year ended 30 June 2023.

Article means an article of the Constitution.

Auditor's Report means the auditor's report on the Financial Report.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange,
as the context requires.

AWST means Australian Western Standard Time, being the time in Perth, Western
Australia.

Board means the board of Directors of the Company.

Chair means the person appointed to chair the Meeting of the Company convened
by the Notice.

Closely Related Party of a member of the Key Management Personnel means:

(a)              a spouse or child of the member;

(b)              a child of the member's spouse;

(c)              a dependent of the member or the member's
spouse;

(d)              anyone else who is one of the member's family
and may be expected to influence the member, or be influenced by the member,
in the member's dealing with the entity;

(e)              a company the member controls; or

(f)               a person prescribed by the Corporations
Regulations 2001 (Cth) for the purposes of the definition of 'closely related
party' in the Corporations Act.

Company means Synergia Energy Ltd (ACN 078 652 632).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system (as defined in the
Uncertificated Securities Regulations 2001) in the United Kingdom operated by
Euroclear UK & International Limited which facilitates the transfer of
title to shares in uncertificated form.

CREST Manual means the manual relating to CREST issued by Euroclear UK &
International Limited.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the
UK Depositary and which enables the holder to hold and settle transfers of
Shares in CREST.

DI Holders means holders of a Depositary Interests.

Director means a director of the Company from time to time.

Directors' Report means the annual directors' report prepared under Chapter 2M
of the Corporations Act for the Company and its controlled entities.

EUI means Euroclear UK & International Limited.

Explanatory Memorandum means the explanatory memorandum accompanying this
Notice of Meeting.

Financial Report means the annual financial report prepared under Chapter 2M
of the Corporations Act for the Company and its controlled entities.

Form of Instruction means, for holders of CREST Depository Interests, the form
of instruction accompanying the Notice of Meeting.

GMT means Greenwich Mean Time.

Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons
having authority and responsibility for planning, directing and controlling
the activities of the Company, or if the Company is part of a consolidated
entity, of the consolidated entity, directly or indirectly, including any
director (whether executive or otherwise) of the Company, or if the Company is
part of a consolidated entity, of an entity within the consolidated group.

AIM Rules mean the listing rules of the Alternative Investment Market, located
in London, United Kingdom.

Notice of Meeting or Notice means this notice of annual general meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes
cast by members entitled to vote on the resolution.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Remuneration Report means the remuneration report set out in the Director's
Report section of the Company's annual report for the year ended 30 June 2023.

Resolution means a resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Strike means a 'no' vote of 25% or more on the resolution approving the
Remuneration Report.

UK Depositary means Computershare Investor Services Plc.

Voting by Proxy

A Proxy Form is enclosed with this Notice of Meeting.

Each member who is entitled to attend and cast a vote at the Annual General
Meeting may appoint a proxy. A proxy need not be a member.

A member who is entitled to cast 2 or more votes at the Annual General Meeting
may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must
use a separate proxy form for each proxy and indicate the percentage of your
voting rights or the number of shares that each proxy is appointed in respect
of, on the proxy forms. If you wish to appoint more than 1 proxy you should
photocopy the enclosed proxy form or request an additional proxy form to be
sent to you. Where a member appoints 2 proxies and does not specify the
proportion or number of the member's votes, each proxy may exercise half of
the member's rights.

An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which
the instrument is signed or proof of the power or authority to the
satisfaction of the Directors, is or are:

·    Online              At www.investorvote.com.au (Control
Number: 183071)

·     By mail           Share Registry - Computershare
Investor Services Pty Limited, GPO Box 242, Melbourne  VIC  3001

·     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
(https://www.intermediaryonline.com) to submit your voting intentions

All proxy form must be lodged no later than by 6.00pm (AWST) on Monday, 13
November 2023 (or, in the case of any adjournment of the Annual General
Meeting, by no later than 48 hours before the time of the adjourned meeting),
at which the person named in the instrument proposes to vote.

All forms of instruction must be lodged no later than 2.00pm (GMT) on Friday
10 November 2023.

An instrument appointing a proxy must be in writing under the hand of the
appointer or of the appointer's attorney duly authorised in writing or, if the
appointer is a body corporate, either under its common seal if it has a common
seal, or under the hand of an officer or duly authorised attorney or duly
authorised representative.

A body corporate which is a Shareholder, or which has been appointed as a
proxy, may appoint an individual to act as its representative at the Annual
General Meeting. The appointment must comply with section 250D of the
Corporations Act. The representative should bring evidence of their
appointment to the Annual General Meeting, including authority under which
their appointment is signed, unless previously given to the Company.

Shareholders and their proxies should be aware that:

·     if proxy holders vote, they must cast all directed proxies as
directed; and

·     any directed proxies which are not voted will automatically default
to the Chair, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a
proxy may specify the way the proxy is to vote on a particular resolution and,
if it does:

·     the proxy need not vote on a show of hands, but if the proxy does
so, the proxy must vote that way (i.e. as directed); and

·     if the proxy has 2 or more appointments that specify different ways
to vote on the resolution, the proxy must not vote on a show of hands; and

·     if the proxy is the Chair of the meeting at which the resolution is
voted on, the proxy must vote on a poll, and must vote that way (i.e. as
directed); and

·     if the proxy is not the chair, the proxy need not vote on the poll,
but if the proxy does so, the proxy must vote that way (i.e. as directed).

If a proxy is also a Shareholder, section 250BB(1) does not affect the way
that the person can cast any votes that hold as a Shareholder.

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·     an appointment of a proxy specifies the way the proxy is to vote on
a particular resolution at a meeting of the Company's members; and

·     the appointed proxy is not the chair of the meeting; and

·     at the meeting, a poll is duly demanded on the resolution; and

·     either of the following applies:

o     the proxy is not recorded as attending the meeting; or

o     the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to
have been appointed as the proxy for the purposes of voting on the resolution
at the meeting.

Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with sections 250BD and 250R of the Corporations Act, votes on
Resolution 1 must not be cast (in any capacity) by, or on behalf of:

·     a member of the Key Management Personnel; or

·     a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if the vote
is not cast on behalf of a person who is excluded from voting on the relevant
Resolution and:

·     the person is appointed as proxy by writing that specifies the way
the proxy is to vote on the Resolution; or

·     the person is the Chair and the appointment of the Chair as proxy
does not specify the way the proxy is to vote on the resolution, but expressly
authorises the Chair to exercise the proxy even if the Resolution is connected
with the remuneration of a member of the Key Management Personnel.

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all
Resolutions, unless the Shareholder has expressly indicated a different voting
intention on the Proxy Form.

If the Chair is appointed as your proxy and you have not specified the way the
Chair is to vote on Resolution 1 by signing and returning the Proxy Form, you
are considered to have provided the Chair with an express authorisation for
the Chair to vote the proxy in accordance with the Chair's intention, even
though the Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel of the Company.

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