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 Relations |
UK Media 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