BSE Base Resources Limited

 
TIDMBSE 
 
AIM and Media Release 
 
18 October 2019 
 
BASE RESOURCES LIMITED 
Notice of Annual General Meeting 
 
Base Resources Limited (Company) gives notice that its annual general meeting 
of members will be held on Friday, 22 November 2019 at 10.30am (Perth time) ( 
Meeting) at: 
 
Quest West Perth 
54 Kings Park Road 
West Perth, Western Australia 
 
A full version of the notice of annual general meeting (Notice) and the 
accompanying explanatory memorandum will be sent to all registered members of 
the Company and is also available at the Company's website: 
www.baseresources.com.au. 
 
A summary of the items of business to be addressed at the AGM is set out below. 
 
ITEMS OF BUSINESS 
 
ACCOUNTS AND REPORTS 
 
To receive and consider the financial report of the Company, the Directors' 
report and the auditor's report for the year ended 30 June 2019. 
 
ITEM 1 - ADOPTION OF THE REMUNERATION REPORT 
 
To consider and, if thought fit, pass the following resolution as an ordinary 
resolution: 
 
"That the Remuneration Report, which forms part of the Directors' report for 
the financial year ended 30 June 2019, be adopted." 
 
ITEM 2 - RE-ELECTION OF MR MALCOLM MACPHERSON AS A DIRECTOR 
 
To consider and, if thought fit, pass the following resolution as an ordinary 
resolution: 
 
"That Mr Malcolm Macpherson, who retires in accordance with rule 3.6 of the 
Company's constitution, be re-elected as a Director of the Company." 
 
ITEM 3 - RE-ELECTION OF MR COLIN BWYE AS A DIRECTOR 
 
To consider and, if thought fit, pass the following resolution as an ordinary 
resolution: 
 
"That Mr Colin Bwye, who retires in accordance with rule 3.6 of the Company's 
constitution, be re-elected as a Director of the Company." 
 
ITEM 4 - APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO MR TIM CARSTENS 
 
To consider and, if thought fit, pass the following resolution as an ordinary 
resolution: 
 
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, 
members approve the grant of 2,913,027 Performance Rights by the Company to Mr 
Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting and 
exercise of any such Performance Rights, in accordance with the Base Resources 
Long Term Incentive Plan and otherwise in accordance with the terms and 
conditions summarised in the Explanatory Memorandum accompanying this Notice." 
 
ITEM 5 - APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO MR COLIN BWYE 
 
To consider and, if thought fit, pass the following resolution as an ordinary 
resolution: 
 
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, 
members approve the grant of 2,913,027 Performance Rights by the Company to Mr 
Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting and 
exercise of any such Performance Rights, in accordance with the Base Resources 
Long Term Incentive Plan and otherwise in accordance with the terms and 
conditions summarised in the Explanatory Memorandum accompanying this Notice." 
 
OTHER BUSINESS 
 
To consider any other business brought forward in accordance with the Company's 
constitution or the law. 
 
IMPORTANT VOTING INFORMATION FOR THE MEETING 
 
Right to vote 
 
The Directors have determined that, for the purpose of voting at the Meeting, 
the members entitled to vote are those persons who are registered holders of 
Shares at 4.00pm (Perth time) on 20 November 2019. 
 
Chair's voting intention 
 
The Chair of the Meeting (where appropriately authorised) intends to vote all 
available undirected proxies in favour of all Items. 
 
Voting Prohibitions and Exclusions 
 
Please refer to the full Notice for information regarding the application of 
voting prohibitions and voting exclusions. 
 
Appointment of Proxies 
 
Each member entitled to vote at the Meeting may appoint a proxy to attend and 
vote at the Meeting.  A proxy need not be a member and can be an individual or 
a body corporate.  A member 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. 
 
A body corporate appointed as a member's proxy may appoint a representative to 
exercise any of the powers the body may exercise as a proxy at the Meeting. 
The appointment must comply with section 250D of the Corporations Act.  The 
representative should bring to the Meeting evidence of his or her appointment, 
including any authority under which the appointment is signed, unless it has 
previously been given to the Company. 
 
Lodgement of Proxy Documents 
 
For an appointment of a proxy for the Meeting to be effective: 
 
(a)        the proxy's appointment; and 
 
(b)        if the appointment is signed by the appointor's attorney - the 
authority under which the appointment was signed (e.g. a power of attorney) or 
a certified copy of it, 
 
must be received by the Company at least 48 hours before the start of the 
Meeting.  Proxy appointments received after this time will be invalid for the 
Meeting. 
 
The following addresses are specified for the purposes of receipt of proxies: 
 
Online 
 
www.investorvote.com.au 
 
By mobile 
 
Scan the QR Code on your proxy form and follow the prompts 
 
By mail: 
 
Computershare Investor Services Pty Limited 
 
GPO Box 242 Melbourne 
 
Victoria 3001, Australia 
 
By fax: 
 
1800 783 447 (in Australia) 
 
+61 3 9473 2555 (outside Australia) 
 
Custodian voting: 
 
Intermediary Online subscribers only (custodians):  www.intermediaryonline.com 
 
United Kingdom (CREST voting instruction) 
 
Depository Interest holders in CREST (DI Holders) may transmit voting 
instructions by utilising the CREST voting service in accordance with the 
procedures described in the CREST Manual.  CREST personal members or other 
CREST sponsored members, and those CREST members who have appointed a voting 
service provider, should refer to their CREST sponsor or voting service 
provider, who will be able to take appropriate action on their behalf. 
 
In order for instructions made using the CREST voting service to be valid, the 
appropriate CREST message (CREST Voting Instruction) must be properly 
authenticated in accordance with Euroclear's specifications and must contain 
the information required for such instructions, as described in the CREST 
Manual (available at www.euroclear.com/CREST). 
 
To be effective, the CREST Voting Instruction must be transmitted so as to be 
received by the Company's agent (Computershare UK) no later than 15 November 
2019 at 10.30am (GMT).  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.  DI Holders 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. 
 
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. 
 
Form of instruction 
 
DI Holders are invited to attend the Meeting but are not entitled to vote at 
the Meeting.  In order to have votes cast at the Meeting on their behalf, DI 
Holders must complete, sign and return the Forms of Instruction sent to them 
together with this Notice to the Company's agent, Computershare UK, by no later 
than 15 November 2019 at 10.30am (GMT). 
 
ENDS. 
 
For further information contact: 
 
James Fuller, Manager Communications and Investor  UK Media Relations 
Relations 
 
Base Resources                                     Tavistock Communications 
 
Tel: +61 (8) 9413 7426                             Jos Simson and Barnaby Hayward 
 
Mobile: +61 (0) 488 093 763                        Tel: +44 (0) 207 920 3150 
 
Email: jfuller@baseresources.com.au 
 
About Base Resources 
 
Base Resources is an Australian based, African focused, mineral sands producer 
and developer with a track record of project delivery and operational 
performance.  The company operates the established Kwale Operations in Kenya 
and is developing the Toliara Project in Madagascar.  Base Resources is an ASX 
and AIM listed company.  Further details about Base Resources are available at 
www.baseresources.com.au 
 
PRINCIPAL & REGISTERED OFFICE 
Level 1, 50 Kings Park Road 
West Perth, Western Australia, 6005 
Email:  info@baseresources.com.au 
Phone: +61 (0)8 9413 7400 
Fax: +61 (0)8 9322 8912 
 
NOMINATED ADVISOR 
RFC Ambrian Limited 
Stephen Allen 
Phone: +61 (0)8 9480 2500 
 
JOINT BROKER 
Berenberg 
Matthew Armitt / Detlir Elezi 
Phone: +44 20 3207 7800 
 
JOINT BROKER 
Numis Securities Limited 
John Prior / James Black / Paul Gillam 
Phone: +44 20 7260 1000 
 
 
 
 
END 
 

(END) Dow Jones Newswires

October 18, 2019 02:00 ET (06:00 GMT)

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