AIM and Media Release
27 October 2021
BASE RESOURCES
LIMITED
Notice of 2021 Annual General Meeting
Base Resources Limited (Company) gives notice that its
2021 annual general meeting of members will be held on Friday,
26 November 2021 at 11.00am
(Perth time) (Meeting):
- at the Subiaco Room, Vibe Hotel Subiaco, 9 Alvan Street,
Subiaco, Western Australia; and
- online via the Lumi software platform using the Meeting ID
366-918-669.
A full version of the notice of annual general meeting
(Notice), including the explanatory memorandum in respect of
the items of business to be considered at the Meeting and
instructions on how to access the Lumi software platform, is
available at the Company’s
website: www.baseresources.com.au.
The items of business to be considered at the Meeting are 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 2021.
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 2021, be adopted.”
Item 2 – Re-election of Ms
Diane Radley as a Director
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
“That Ms Diane Radley, who retires in accordance with
rule 3.6 of the Company’s constitution, be re-elected as a Director
of the Company.”
Item 3 – Election of Mr Scot Sobey as a Director
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
“That Mr Scot
Sobey be elected as a Director of the Company pursuant to
rule 3.4 of the Company’s constitution.”
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 2,647,339 Performance Rights by the Company to Mr
Tim Carstens, 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 revised Base
Resources Long Term Incentive Plan
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
“That, for the purposes of ASX
Listing Rule 7.2 (Exception 13), section 260C(4) of the
Corporations Act and for all other purposes, members approve the
Base Resources Long Term Incentive Plan and the issue of
Performance Rights under the Base Resources Long Term Incentive
Plan, the terms and conditions of which are summarised in the
Explanatory Memorandum accompanying this Notice.”
Item 6 – Approval of proposed
amendments to Constitution
To consider and, if thought fit, pass the following resolution
as a special resolution:
“That, with effect from the close of
this meeting, for the purposes of section 136(2) of the
Corporations Act and for all other purposes, the constitution of
the Company be amended as set out in the document tabled at the
meeting and signed by the Chair of the meeting for the purpose of
identification, which proposed amendments are 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 24 November 2021.
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 application to
KMP
Key Management Personnel and their closely related parties are
prohibited under the Corporations Act from voting in a manner
contrary to the voting exclusions for Items 1, 4 and 5 described in
the section titled “Voting Prohibitions and Exclusions” in the full
Notice.
Attending and voting online
Members or their attorneys or corporate representatives who wish
to participate online may do so from their computer or mobile
device, by entering the URL in their browser:
https://web.lumiagm.com.
If you choose to participate in the Meeting online, registration
will be open at 10.00 am
(Perth time). Members can log in
to the Meeting by entering:
- the Meeting ID, which is 366-918-669;
- their username, which is their SRN/HIN; and
- their password, which is the postcode registered to their
holding if their registered address is an address in
Australia.Members with an overseas registered address should refer
to the Lumi Online Meeting Guide for their password details on
pages 31 to 34 of the full Notice.
Proxy holders, attorneys, corporate representatives and visitors
should refer to the Lumi Online Meeting Guide on pages 31 to 34 of
the full Notice for details about how to log in to the Meeting.
Attending the meeting online will enable you to view the Meeting
live, to ask questions (both orally and via a text-based Q&A
function) and, if you are not a visitor, cast votes in the real
time poll at the appropriate time. Please note that if you join
the Meeting online as a member and vote, any proxy appointed by you
will not be entitled to vote and votes lodged by your proxy in
respect of your Shares will be withdrawn.
Further details are set out in the Lumi Online Meeting Guide on
pages 31 to 34 of the full Notice.
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.
Sections 250BB and 250BC of the Corporations Act apply to voting
by proxy. Members and their proxies should be aware of these
provisions of the Corporations Act. Generally, these sections
provide 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.
Proxies on Items 1, 4 and 5
If members appoint the Chair as their proxy (or the Chair is
appointed by default) and they do not complete any of the boxes
“For”, “Against” or “Abstain” opposite Items 1, 4 or 5 on the Proxy
Form, they will be expressly authorising the Chair to vote on the
relevant Item in accordance with the Chair’s stated voting
intention, even though the Item is connected directly or indirectly
with the remuneration of a member of key management
personnel. The Chair intends to vote (where appropriately
authorised) all available undirected proxies in favour of all
Items.
If members appoint the Chair as their proxy and wish to direct
him how to vote, they can do so by marking the boxes for the
relevant Item (i.e. by directing him to vote “For”, “Against” or
“Abstain”).
If members appoint a member of key management personnel (other
than the Chair) or any closely related party of a member of key
management personnel as their proxy, they must direct that person
how to vote on Items 1, 4 or 5 if they want their Shares to be
voted on those Items. If members appoint a member of key
management personnel (other than the Chair) or any closely related
party of a member of KMP and they do not direct them how to vote on
Items 1, 4 or 5, such a person will not cast their votes on that
Item and their votes will not be counted in calculating the
required majority.
Lodgement of proxy documents
For an appointment of a proxy for the Meeting to be
effective:
- the proxy’s appointment; and
- 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 (i.e. by 11.00
am (Perth time) on
Wednesday, 24 November 2021).
Proxy appointments received after this time will be invalid
for the Meeting
The following methods are specified for the purposes of receipt
of proxies:
Online
investorvote.com.au |
By mobile
Scan the QR Code on your proxy form
and follow the prompts |
Custodian voting
Intermediary Online subscribers only (custodians)
www.intermediaryonline.com |
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) |
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 22 November
2021 at 11.00 am (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 (either physically
or online, in each case, as a visitor) 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 to the Company’s agent, Computershare
UK, by no later than 22 November 2021
at 11.00 am (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 Gareth Tredway |
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 3, 46 Colin Street
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
Canaccord Genuity
Raj Khatri / James Asensio /
Patrick Dolaghan
Phone: +44 20 7523 8000