TIDMGBP
RNS Number : 3013T
Global Petroleum Ltd
11 October 2017
ABN 68 064 120 896
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held at 2.00
pm (AEST) on Tuesday, 14 November 2017 at the offices of McCullough
Robertson Lawyers, Level 11 Central Plaza Two, 66 Eagle Street,
Brisbane, Queensland
A copy of the Company's Annual Report (including the
Remuneration Report) and details of the Company's operations are
available on the Company's website at
http://www.globalpetroleum.com.au
This Notice of Annual General Meeting should be read in its
entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their accountant, solicitor or other
professional adviser prior to voting.
GLOBAL PETROLEUM LIMITED
ABN 68 064 120 896
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
Shareholders of Global Petroleum Limited (Company) will be held at
2.00 pm (AEST) on Tuesday, 14 November 2017 at the offices of
McCullough Robertson Lawyers, Level 11 Central Plaza Two, 66 Eagle
Street, Brisbane, Queensland (Meeting).
The Explanatory Memorandum included with this Notice of Meeting
provides additional information on matters to be considered at the
Meeting. The Explanatory Memorandum and the included Proxy Form
form part of this 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 as Shareholders
at 7.00pm (EST) on 12 November 2017.
Terms and abbreviations used in this Notice and the Explanatory
Memorandum are defined in Schedule 1.
AGA
1. Annual Report
To table and consider the Annual Report of the Company and its
controlled entities for the year ended 30 June 2017, which includes
the financial report and directors' report in relation to that
financial year and the auditor's report on the financial
report.
2. Resolution 1 - Remuneration Report
To consider, and if thought fit, to pass the following
resolution in accordance with section 250R(2) of the Corporations
Act:
"That the Remuneration Report be adopted by the Shareholders on
the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
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. However, a vote may be cast by such person if:
(a) the person is acting as proxy and the proxy form specifies
how the proxy is to vote, and the vote is not cast on behalf of a
person who is otherwise excluded from voting on this Resolution as
described above; or
(b) the person is the Chair voting an undirected proxy which
expressly authorises the Chair to vote the proxy on a resolution
connected with the remuneration of a member of the Key Management
Personnel.
3. Resolution 2 - Conditional Spill Resolution
If required, to consider and, if in favour, pass the following
resolution as a conditional resolution in accordance with section
250V(1) of the Corporations Act:
"That, subject to and conditional upon at least 25% of the votes
on Resolution 1 being cast against the Remuneration Report:
(a) the Company will convene another meeting of the Company's
members (Spill Meeting) within 90 days;
(b) all the Company's Directors in office at the time of the Spill Meeting:
(i) who were in office when the Board resolution to make the
Directors' report for the financial year ended 30 June 2017 was
passed; and
(ii) who are not a managing director of the Company who may
continue to hold office indefinitely under the Listing Rules of a
prescribed financial market (and the Company is included on that
market's official list) without being re--elected to the
office,
cease to hold office, immediately before the end of the Spill
Meeting; and
(c) resolutions to appoint new directors to replace the vacated
directors will be put to vote at the Spill Meeting."
Voting Exclusion
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. However, a vote may be cast by such person if:
(a) the person is acting as proxy and the proxy form specifies
how the proxy is to vote, and the vote is not cast on behalf of a
person who is otherwise excluded from voting on this Resolution as
described above; or
(b) the person is the Chair voting an undirected proxy which
expressly authorises the Chair to vote the proxy on a resolution
connected with the remuneration of a member of the Key Management
Personnel.
2. Resolution 3 - Election of Director - Mr Peter Taylor
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution:
"That, Mr Peter Taylor, who retires in accordance with the
Constitution and, being eligible for re-election, offers himself
for re-election, be re-elected as a Director."
3. Resolution 4 - Election of Director - Mr John van der Welle
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution:
"That, Mr John van der Welle, who retires in accordance with the
Constitution and, being eligible, offers himself for re-election,
be re-elected as a Director."
4. Resolution 5 - Election of Director - Mr Garrick Higgins
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution:
That Mr Garrick Higgins, having been appointed a Director since
the last annual general meeting to fill a casual vacancy, who
retires in accordance with the Constitution and, being eligible,
offers himself for election, be elected as a Director.'
5. Resolution 6 - Authority to Grant Incentive Options to a Director - Mr Andrew Draffin
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution with or without amendment:
"That, pursuant to and in accordance with Listing Rule 10.11 and
for all other purposes, Shareholders approve the grant of 500,000
Incentive Options to Mr Andrew Draffin and/or his nominee on the
terms and conditions set out in the Explanatory Memorandum, and the
issue of 500,000 Shares on the exercise of those Incentive
Options."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Andrew Draffin or his associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the Chair as proxy for a person who is
entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
Further, a member of the Key Management Personnel and their
Closely Related Parties who are appointed as a proxy will not vote
on this Resolution unless:
(c) the appointment specifies the way the proxy is to vote on this Resolution; or
(d) the proxy is the Chair and the appointment expressly
authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
6. Resolution 7 - Authority to Grant Incentive Options to a Director - Mr Peter Hill
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution with or without amendment:
"That, pursuant to and in accordance with Listing Rule 10.11 and
for all other purposes, Shareholders approve the grant of 6,000,000
Incentive Options to Mr Peter Hill and/or his nominee on the terms
and conditions set out in the Explanatory Memorandum, and the issue
of 6,000,000 Shares on the exercise of the those Incentive
Options."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Peter Hill or his associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the Chair as proxy for a person who is
entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
Further, a member of the Key Management Personnel and their
Closely Related Parties who are appointed as a proxy will not vote
on this Resolution unless:
(c) the appointment specifies the way the proxy is to vote on this Resolution; or
(d) the proxy is the Chair and the appointment expressly
authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
7. Resolution 8 - Authority to Grant Incentive Options to a Director - Mr John van der Welle
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution with or without amendment:
"That, subject to Resolution 4 being approved, pursuant to and
in accordance with Listing Rule 10.11 and for all other purposes,
Shareholders approve the grant of 1,000,000 Incentive Options to Mr
John van der Welle and/or his nominee on the terms and conditions
set out in the Explanatory Memorandum, and the issue of 1,000,000
Shares on the exercise of those Incentive Options."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr John van der Welle or his associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the Chair as proxy for a person who is
entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
Further, a member of the Key Management Personnel and their
Closely Related Parties who are appointed as a proxy will not vote
on this Resolution unless:
(c) the appointment specifies the way the proxy is to vote on this Resolution; or
(d) the proxy is the Chair and the appointment expressly
authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
8. Resolution 9 - Authority to Grant Incentive Options to a Director - Mr Garrick Higgins
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution with or without amendment:
"That, subject to Resolution 5 being approved, pursuant to and
in accordance with Listing Rule 10.11 and for all other purposes,
Shareholders approve the grant of 500,000 Incentive Options to Mr
Garrick Higgins and/or his nominee on the terms and conditions set
out in the Explanatory Memorandum, and the issue of 500,000 Shares
on the exercise of those Incentive Options."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Garrick Higgins or his associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the Chair as proxy for a person who is
entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
Further, a member of the Key Management Personnel and their
Closely Related Parties who are appointed as a proxy will not vote
on this Resolution unless:
(c) the appointment specifies the way the proxy is to vote on this Resolution; or
(d) the proxy is the Chair and the appointment expressly
authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
By Order of the Board
DAMIEN CRONIN
Company Secretary
Dated: 10 October 2017
GLOBAL PETROLEUM LIMITED
ABN 68 064 120 896
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Meeting to be held at 2.00 pm (AEST) on Tuesday,
14 November 2017, at the offices of McCullough Robertson Lawyers,
Level 11 Central Plaza Two, 66 Eagle Street, Brisbane,
Queensland.
This Explanatory Memorandum should be read in conjunction with
and forms part of the accompanying Notice. The purpose of this
Explanatory Memorandum is to provide information to Shareholders in
deciding on how to vote on the Resolutions set out in the
Notice.
This Explanatory Memorandum includes the following information
to assist Shareholders in deciding how to vote on the
Resolutions:
Section Action to be Taken by Shareholders
2:
--------- ------------------------------------
Section Annual Report
3:
--------- ------------------------------------
Section Resolution 1 - Remuneration Report
4:
--------- ------------------------------------
Section Resolution 2 - Conditional Spill
5: Resolution
--------- ------------------------------------
Section Resolution 3 - Election of Director
6: - Mr Peter Taylor
--------- ------------------------------------
Section Resolution 4 - Election of Director
7: - Mr John van der Welle
--------- ------------------------------------
Section Resolution 5 - Election of Director
9: - Mr Garrick Higgins
--------- ------------------------------------
Section Resolution 6 - Authority to Grant
9: Incentive Options to a Director
- Mr Andrew Draffin
--------- ------------------------------------
Section Resolution 7 - Authority to Grant
10: Incentive Options to a Director
- Mr Peter Hill
--------- ------------------------------------
Section Resolution 8 - Authority to Grant
11: Incentive Options to a Director
- Mr John van der Welle
--------- ------------------------------------
Section Resolution 9 - Authority to Grant
12: Incentive Options to a Director
- Mr Garrick Higgins
--------- ------------------------------------
Schedule Definitions
1:
--------- ------------------------------------
Schedule Terms and Conditions of Incentive
2: Options
--------- ------------------------------------
A Proxy Form is enclosed with the Notice.
2. Action to be Taken by Shareholders
Shareholders should read the Notice and this Explanatory
Memorandum carefully before deciding how to vote on the
Resolutions.
2.1 Proxies and Corporate Representatives
A Proxy Form is enclosed with the Notice. This is to be used by
Shareholders if they wish to appoint a representative (a 'proxy')
to vote in their place. All Shareholders are invited and encouraged
to attend the Meeting or, if they are unable to attend in person,
sign and return the Proxy Form to the Company in accordance with
the instructions thereon. Lodgement of a Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in
person. Members that are corporations may appoint a corporate
representative to attend and vote at the Meeting on their
behalf.
Please note that:
(a) a member of the Company entitled to attend and vote at the
Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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
votes.
Proxy Forms will only be effective if they are received by the
Company's share registry, Computershare Investor Services, no later
than 48 hours before the time scheduled for commencement of the
Meeting. The enclosed Proxy Form provides further details on
appointing proxies and lodging Proxy Forms.
2.2 Voting Prohibition by Proxy Holders
In accordance with section 250R of the Corporations Act, a vote
on Resolutions 1 and 2 must not be cast (in any capacity) by, or on
behalf of:
(a) a member of the Key Management Personnel whose remuneration
details are included in the Remuneration Report; or
(b) a Closely Related Party of such member.
However, a person described above may cast a vote on Resolutions
1 and 2 if:
(c) the person does so as a proxy appointed by writing that
specifies how the proxy is to vote on Resolution 1 and 2; and
(d) the vote is not cast on behalf of a person described in
subparagraphs (a) or (b) above.
A person appointed as a proxy must not vote, on the basis of
that appointment, on Resolutions 6, 7, 8 or 9 if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to
vote on Resolutions 6,7, 8 or 9.
However, the prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise
the proxy even if Resolutions 6,7, 8 or 9 is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel of the Company.
2.2 Voting Intentions of the Chair
If the Chairman of the Meeting is appointed, or taken to be
appointed, as a proxy, but the appointment does not specify the way
to vote on a Resolution, then the Chairman intends to exercise all
available votes in favour of each Resolution other than Resolution
2. The Chairman intends to vote all available votes against
Resolution 2.
3. Annual Report
The Corporations Act requires the Company to lay its Annual
Report and the reports of the directors and auditor for the last
financial year before the Meeting.
There is no requirement for Shareholders to approve the Annual
Report but Shareholders will be offered the opportunity to:
(a) discuss the Annual Report for the financial year ended 30
June 2017 which is available online at
http://www.globalpetroleum.com.au;
(b) ask questions or make comment on the management of the
Company; and
(c) ask the 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 may be submitted to the Chairman about the management of
the Company, or to the Company's auditor KPMG if the question is
relevant to:
(a) the content of the auditor's report; or
(b) the conduct of its audit of the Annual Report to be
considered at the Meeting.
Written questions must be submitted to the Company Secretary at
the Company's registered office no later than 7 November 2017.
4. Resolution 1 - Remuneration Report
The Corporations Act requires that the section of the directors'
report dealing with the remuneration of each member of the Key
Management Personnel of the Company (Remuneration Report) be put to
the vote of Shareholders for adoption.
The vote on Resolution 1 for the adoption of the Remuneration
Report is advisory only and does not bind the Directors or the
Company. However, the Directors will take into account the outcome
of the vote when reviewing the Company's remuneration policies and
practices. The Chairman will allow a reasonable opportunity for
Shareholders as a whole to ask about, or make comments on the
Remuneration Report.
At the Company's previous Annual General Meeting held on 8
November 2016, slighty more than 25% of votes cast on the
resolution to adopt the 2016 remuneration report were cast against
the resolution. Accordingly, the Company received a "first
strike".
During the Company's 2016 Annual General Meeting, the Company
received a number of comments regarding its 2016 remuneration
report. The Company has taken steps to address these comments, as
set out on page 14 of the Remuneration Report.
In summary, the Board considered the impact of the first strike
and noted that remuneration for the 2016 reported period was
significantly less than the previous corresponding period, in
particular Executive Director remuneration was down 33% whist
Non-Executive Director remuneration was on average down
approximately 7%. Notwithstanding this the Board has acknowledged
Shareholders' concerns about Board remuneration, however it remains
of the opinion that the level of remuneration paid is suitable for
the Company, its stage of development and its level of activities.
In September 2017, the Board received remuneration benchmarking
advice from independent remuneration consultants Godfrey
Remuneration Group Pty Limited which reinforces this view.
That benchmarking advice also highlighted the absence, in the
case of the remuneration of both the Managing Director and CEO, and
Non-Executive Directors, of significant long term incentives. The
incentives currently available to the Managing Director and CEO
were considered by the benchmarking to be low relative to the
market. Accordingly the Resolutions in this Notice seeking
Shareholder approval for the grant of Incentive Options to
Directors are in an effort to address this.
Shareholders should note that whilst the vote on this Resolution
1 is advisory only, if more than 25% of the votes cast on this
Resolution are against adopting the Remuneration Report, the
conditional spill resolution (Resolution 2) will be put to the
Meeting.
The Chairman will cast all available proxies in favour of
Resolution 1.
5. Resolution 2 - Conditional Spill Resolution
Resolution 2 is a conditional resolution and will only be
required to be put to the Meeting if 25% of the votes cast on
Resolution 1 to adopt the Remuneration Report are cast 'against'
the adoption of the report. That is to say, if more than 75% of
votes cast on Resolution 1 are cast in favour of the adoption of
the Remuneration Report, then there will be no "second strike" and
this Resolution 2 will not be put to the Meeting.
If the Company is required to put this conditional spill
resolution to the Meeting, and at least 50% of the votes cast are
in favour of the spill resolution, it will be necessary for the
Board to convene an extraordinary general meeting of the Company
(the Spill Meeting) to be held within 90 days of the date of the
Meeting in order to consider the composition of the Board. If a
Spill Meeting is required, the date of the meeting will be notified
to Shareholders in due course.
If the Spill Meeting is held, the following Directors will
automatically vacate office at the conclusion of the Spill Meeting
unless they have earlier retired or resigned from office or are
willing to stand for re-election and are re-elected at that
meeting:
(a) Mr Peter Blakey;
(b) Mr Peter Richard Taylor;
(c) Mr Damien Cronin;
(d) Mr John Alexander van der Welle; and
(e) Mr Andrew John Draffin.
Even if Mr Taylor and Mr van der Welle are elected at the
Meeting (in accordance with Resolutions 3 and 4, respectively),
they will still need to be re-elected at the Spill Meeting to
remain in office after the Spill Meeting. Mr Peter Hill, as
Managing Director of the Company, will not be subject to the spill
resolution.
This Resolution is different to all the other Resolutions being
considered at the Meeting in that it is a negative Resolution.
Shareholders should vote For the Resolution only if they do wish a
Spill Meeting and Against only if they do not wish a Spill
Meeting.
The Chairman will cast all available proxies against Resolution
2.
6. Resolution 3 - Election of Director - Mr Peter Taylor
Article 6.2(c) of the Constitution requires an election of
Directors to be held each year.
Article 6.3(c) of the Constitution requires that one third of
all Directors (rounded down to the nearest whole number) must
retire at each Annual General Meeting.
Article 6.3(f) of the Constitution states that a Director who
retires under Article (6.3(c) is eligible for re-election.
Pursuant to the Constitution, Mr Taylor retires and seeks
re-election.
Mr Taylor, along with Mr Peter Blakey, were joint chairmen of TM
Services Ltd, an international oil and gas consulting company. In
1991, they were founding members and directors of TM Oil Production
Ltd, which became Dana Petroleum Plc. This company was subsequently
purchased by KNOC in October 2010 for GBP1.87b. They were also
founding members and directors of Consort Resources Ltd, which has
become a significant North Sea gas production company, and of
Planet Oil which was merged with Hardman Resources in 1998.
Mr Taylor was appointed a Director of the Company on 4 October
2001 and most recently re-elected on 27 November 2014.
The Board (Mr Taylor abstaining) recommends Shareholders vote in
favour of Resolution 3.
7. Resolution 4 - Election of Director - Mr John van der Welle
Article 6.2(c) of the Constitution requires an election of
Directors to be held each year.
Article 6.3(c) of the Constitution requires that one third of
all Directors (rounded down to the nearest whole number) must
retire at each Annual General Meeting.
Article 6.3(f) of the Constitution states that a Director who
retires under Article (6.3(c) is eligible for re-election.
Pursuant to the Constitution, Mr van der Welle retires and seeks
re-election.
Mr John van der Welle is a chartered accountant with over 30
years' experience in the oil and gas industry and is currently a
non-executive director of AIM listed exploration companies
Hurricane Energy plc and Lekoil Limited. Mr van der Welle has
previously been a senior executive with, or director of, a number
of UK listed upstream oil and gas companies, including Enterprise
Oil, Hardy Oil and Gas, Premier Oil, First Calgary Petroleums and
Stratic Energy Corp. Mr van der Welle was also a non-executive
director of Madagascar Oil from its IPO on AIM in 2010 until
December 2012.
Mr van der Welle was appointed a Director of the Company on 10
February 2014 and most recently re-elected on 27 November 2014.
The Board (Mr van der Welle abstaining) recommends Shareholders
vote in favour of Resolution 4.
8. Resolution 5 - Election of Director - Mr Garrick Higgins
As announced on 9 October 2017 the Directors appointed Mr
Garrick Higgins as a Director of the Company in accordance with
Article 6.2(b) of the Constitution. Mr Higgins commenced his
appointment with the Company immediately.
Article 6.3(j) of the Constitution requires that Mr Higgins
retire at the Meeting and is eligible for election.
Pursuant to the Constitution, Mr Higgins retires and seeks
election under Resolution 5.
Mr Higgins is a Melbourne based lawyer and a principal of Grillo
Higgins. He practices in energy and resources law and in corporate
and securities law, including mergers and acquisitions, takeovers,
capital raisings, project finance, corporate governance and joint
ventures. Mr Higgins is a director of Escala Partners Limited and
an alternate director of Laguna Gold Limited.
The Board (Mr Higgins abstaining) recommends Shareholders vote
in favour of Resolution 5.
9. Resolution 6 - Authority to Grant Incentive Options to a Director - Mr Andrew Draffin
9.1 General
Resolution 6 seeks Shareholder approval pursuant to Listing Rule
10.11 for the grant of 500,000 Incentive Options to Mr Andrew
Draffin (or his nominee) as the incentive component of his
remuneration as a Non-Executive Director.
Mr Draffin was appointed as a Director on 10 June 2016 and most
recently re-elected on 8 November 2016.
Mr Draffin received Director's fees of US$24,958 (including
Superannuation) for the financial year ended 30 June 2017. It is
expected that Mr Draffin will receive Director's fees similar to
this amount for the financial year ending 30 June 2018.
If Resolution 6 is approved, Mr Draffin or his nominee will be
granted 500,000 Incentive Options exercisable at anytime before the
fifth anniversary of the date of grant at an exercise price equal
to the VWAP of the Company's Shares during the five trading day
period up to and including the date of the Meeting and otherwise
issued on the terms and conditions set out in Schedule 2.
There are no performance criteria on the Incentive Options.
Given the speculative nature of the Company's activities and the
small management team responsible for its running, the performance
of Mr Draffin and the performance and value of the Company are
considered to be closely related. As such, the Incentive Options
granted will generally only be of benefit if Mr Draffin performs to
the level whereby the value of the Company increases sufficiently
to warrant exercising the Incentive Options.
The Company is small listed company, which is focused on
exploration and development activities and acquisition of new
business opportunities. The Company has limited funds, most of
which are allocated to specific exploration and development
activities. The Board has chosen to issue Incentive Options to Mr
Draffin as a key component of his remuneration in order to attract
and retain his services and to provide incentive linked to the
performance of the Company. The Board considers that Mr Draffin's
experience will greatly assist the Company. As such, the Board
believes that the number of Incentive Options to be granted to Mr
Draffin is commensurate to his value to the Company.
The Board does not consider that there are any significant
opportunity costs to the Company or benefits foregone by the
Company in issuing the Incentive Options on the terms proposed in
Resolution 6. If the Incentive Options are not granted, the Company
could remunerate Mr Draffin for additional amounts of cash.
However, the Board considers it reasonable for the remuneration of
Mr Draffin to have a cash component and an equity component to
further align Mr Draffin's interests with Shareholders and maintain
a strong cash position for the Company.
9.2 Listing Rule 10.11
Shareholder approval for the proposed grant of the Incentive
Options to Mr Draffin is required pursuant to Listing Rule 10.11,
which provides, subject to certain exceptions, that Shareholder
approval is required for any issue of securities by a listed
company to a related party. As Mr Draffin is a related party of the
Company and none of the exceptions contained in Listing Rule 10.12
apply, Shareholder approval for the grant of Inventive Options to
Mr Draffin is required under Listing Rule 10.11.
Shareholder approval is sought under Listing Rule 10.11 and as
such approval under Listing Rule 7.1 is not required. Furthermore,
Shareholder approval of the grant of the Incentive Options means
that this issue will not reduce the Company's 15% placement
capacity under Listing Rule 7.1.
Resolution 6 is an ordinary resolution.
The Chairman will cast all available proxies in favour of
Resolution 6.
9.3 Specific Information Required by Listing Rule 10.13
For the purposes of Shareholder approval of the Incentive
Options grant and the requirements of Listing Rule 10.13,
information is provided as follows:
(a) 500,000 Incentive Options will be granted to Mr Andrew Draffin (or his nominee);
(b) the exercise price of the Incentive Options will be the VWAP
of the Company's Shares during the five trading day period up to
and including the date of the Meeting;
(c) the Company will grant the Incentive Options no later than 1
month after the date of the Meeting (or such longer period of time
as ASX may in its discretion allow);
(d) the Incentive Options will be granted for nil cash consideration;
(e) upon exercise, each Incentive Option shall entitle the
holder to subscribe for one Share, each of which will rank pari
passu with the Company's existing Shares on issue. Further terms
and conditions of the Incentive Options are in Schedule 2;
(f) a voting exclusion statement is included in the Notice; and
(g) no funds will be raised by the grant of the Incentive
Options as they are being granted for nil cash consideration.
10. Resolution 7 - Authority to Grant Incentive Options to a Director - Mr Peter Hill
10.1 General
Resolution 7 seeks Shareholder approval pursuant to Listing Rule
10.11 for the grant of 6,000,000 Incentive Options to Mr Peter Hill
(or his nominee) as the incentive component of his remuneration as
Managing Director and Chief Executive Officer.
Mr Hill commenced as Managing Director and Chief Executive
Officer on 1 September 2011. Under the terms of his employment
contract with the Company, Mr Hill received a salary of US$346,904
(including pension benefits) for the financial year ended 30 June
2017. No bonus was payable or paid to Mr Hill for the financial
year ended 30 June 2017.
If Resolution 7 is passed, Mr Hill or his nominee will be
granted 6,000,000 Incentive Options exercisable at anytime before
the fifth anniversary of the date of grant at an exercise price
equal to the VWAP of the Company's Shares during the five trading
day period up to and including the date of the Meeting and
otherwise issued on the terms and conditions set out in Schedule
2.
There are no additional performance criteria on the Incentive
Options. Given the speculative nature of the Company's activities
and the small management team responsible for its running, the
performance of Mr Hill and the performance and value of the Company
are considered to be closely related. As such, the Incentive
Options granted will generally only be of benefit if Mr Hill
performs to the level whereby the value of the Company increases
sufficiently to warrant exercising the Incentive Options.
The Company is small listed company, which is focused on
exploration and development activities and acquisition of new
business opportunities. The Company has limited funds, most of
which are allocated to specific exploration and development
activities. The Board has chosen to issue Incentive Options to Mr
Hill as a key component of his remuneration in order to attract and
retain his services and to provide incentive linked to the
performance of the Company. The Board considers that Mr Hill's
experience will greatly assist the Company. As such, the Board
believes that the number of Incentive Options to be granted to Mr
Hill is commensurate to his value to the Company.
The Board does not consider that there are any significant
opportunity costs to the Company or benefits foregone by the
Company in issuing the Incentive Options upon the terms proposed
under Resolution 7. If the Incentive Options are not granted, the
Company could remunerate Mr Hill for additional amounts of cash.
However, the Board considers it reasonable for the remuneration of
Mr Hill to have a cash component and an equity component to further
align Mr Hill's interests with Shareholders and maintain a strong
cash position for the Company.
10.2 Listing Rule 10.11
Shareholder approval for the proposed grant of the Incentive
Options to Mr Hill is required pursuant to Listing Rule 10.11,
which provides, subject to certain exceptions, that Shareholder
approval is required for any issue of securities by a listed
company to a related party. As Mr Hill is a related party of the
Company and none of the exceptions contained in Listing Rule 10.12
apply, Shareholder approval is required for the Grant of Incentive
Options to Mr Hill under Listing Rule 10.11.
Shareholder approval is sought under Listing Rule 10.11 and as
such approval under Listing Rule 7.1 is not required. Furthermore,
Shareholder approval of the grant of the Incentive Options means
that this issue will not reduce the Company's 15% placement
capacity under Listing Rule 7.1.
Resolution 7 is an ordinary resolution.
The Chairman will cast all available proxies in favour of
Resolution 7.
10.3 Specific Information Required by Listing Rule 10.13
For the purposes of Shareholder approval of the Incentive
Options grant and the requirements of Listing Rule 10.13,
information is provided as follows:
(a) 6,000,000 Incentive Options will be granted to Mr Peter Hill (or his nominee);
(b) the exercise price of the Incentive Options will be the VWAP
of the Company's Shares during the five trading day period up to
and including the date of the Meeting;
(c) the Company will grant the Incentive Options no later than 1
month after the date of the Meeting (or such longer period of time
as ASX may in its discretion allow);
(d) the Incentive Options will be granted for nil cash consideration;
(e) upon exercise, each Incentive Option shall entitle the
holder to subscribe for one Share, each of which will rank pari
passu with the Company's existing Shares on issue. Further terms
and conditions of the Incentive Options are in Schedule 2;
(f) a voting exclusion statement is included in the Notice; and
(g) no funds will be raised by the grant of the Incentive
Options as they are being granted for nil cash consideration.
11. Resolution 8 - Authority to Grant Incentive Options to a Director - Mr John van der Welle
11.1 General
Resolution 8 seeks Shareholder approval pursuant to Listing Rule
10.11 for the grant of 1,000,000 Incentive Options to Mr John van
der Welle (or his nominee) as the incentive component of his
remuneration as a Non-Executive Chairman.
Mr van der Welle was appointed as Chairman on 10 February 2014
and most recently re-elected on 27 November 2014.
Mr van der Welle received Director's fees of US$43,590 for the
financial year ended 30 June 2017. It is expected that Mr van der
Welle will receive Director's fees similar to this amount for the
financial year ending 30 June 2018.
If Resolution 8 is passed, Mr van der Welle or his nominee will
be granted 1,000,000 Incentive Options exercisable at anytime
before the fifth anniversary of the date of grant at an exercise
price equal to the VWAP of the Company's Shares during the five
trading day period up to and including the date of the Meeting and
otherwise issued on the terms and conditions set out in Schedule
2.
There are no additional performance criteria on the Incentive
Options. Given the speculative nature of the Company's activities
and the small management team responsible for its running, the
performance of Mr van der Welle and the performance and value of
the Company are considered to be closely related. As such, the
Incentive Options granted will generally only be of benefit if Mr
van der Welle performs to the level whereby the value of the
Company increases sufficiently to warrant exercising the Incentive
Options.
The Company is small listed company, which is focused on
exploration and development activities and acquisition of new
business opportunities. The Company has limited funds, most of
which are allocated to specific exploration and development
activities. The Board has chosen to issue Incentive Options to Mr
van der Welle as a key component of his remuneration in order to
attract and retain his services and to provide incentive linked to
the performance of the Company. The Board considers that Mr van der
Welle's experience will greatly assist the Company. As such, the
Board believes that the number of Incentive Options to be granted
to Mr van der Welle is commensurate to his value to the
Company.
The Board does not consider that there are any significant
opportunity costs to the Company or benefits foregone by the
Company in issuing the Incentive Options on the terms proposed in
Resolution 8. If the Incentive Options are not granted, the Company
could remunerate Mr van der Welle for additional amounts of cash.
However, the Board considers it reasonable for the remuneration of
Mr van der Welle to have a cash component and an equity component
to further align Mr van der Welle's interests with Shareholders and
maintain a strong cash position for the Company.
11.2 Listing Rule 10.11
Shareholder approval for the proposed grant of the Incentive
Options is required pursuant to Listing Rule 10.11, which provides,
subject to certain exceptions, that Shareholder approval is
required for any issue of securities by a listed company to a
related party. As Mr van der Welle is a related party of the
Company and none of the exceptions contained in Listing Rule 10.12
apply, Shareholder approval is required for the grant of Incentive
Options to Mr van der Welle under Listing Rule 10.11.
Shareholder approval is sought under Listing Rule 10.11 and as
such approval under Listing Rule 7.1 is not required. Furthermore,
Shareholder approval of the grant of the Incentive Options means
that this issue will not reduce the Company's 15% placement
capacity under Listing Rule 7.1.
Resolution 8 is an ordinary resolution.
The Chairman will cast all available proxies in favour of
Resolution 8.
11.3 Specific Information Required by Listing Rule 10.13
For the purposes of Shareholder approval of the Incentive
Options grant and the requirements of Listing Rule 10.13,
information is provided as follows:
(a) 1,000,0000 Incentive Options will be granted to Mr John van
der Welle (or his nominee);
(b) the exercise price of the Incentive Options will be the VWAP
of the Company's Shares during the five trading day period up to
and including the date of the Meeting;
(c) the Company will grant the Incentive Options no later than 1
month after the date of the Meeting (or such longer period of time
as ASX may in its discretion allow);
(d) the Incentive Options will be granted for nil cash consideration;
(e) upon exercise, each Incentive Option shall entitle the
holder to subscribe for one Share, each of which will rank pari
passu with the Company's existing Shares on issue. Further terms
and conditions of the Incentive Options are in Schedule 2;
(f) a voting exclusion statement is included in the Notice; and
(g) no funds will be raised by the grant of the Incentive
Options as they are being granted for nil cash consideration.
12. Resolution 9 - Authority to Grant Incentive Options to a Director - Mr Garrick Higgins
12.1 General
Resolution 9 seeks Shareholder approval pursuant to Listing Rule
10.11 for the grant of 500,000 Incentive Options to Mr Higgins (or
his nominee) as the incentive component of his remuneration as a
Non-Executive Director.
Mr Higgins was appointed as a Non-Executive Director on 9
October 2017.
It is expected that Mr Higgins will receive Director's fees of
US$24,958 (including Superannuation) per annum.
If Resolution 9 is passed, Mr Higgins or his nominee will be
granted 500,000 Incentive Options exercisable at anytime before the
fifth anniversary of the date of grant at an exercise price equal
to the VWAP of the Company's Shares during the five trading day
period up to and including the date of the Meeting and otherwise
issued on the terms and conditions set out in Schedule 2.
There are no additional performance criteria on the Incentive
Options. Given the speculative nature of the Company's activities
and the small management team responsible for its running, the
performance of Mr Higgins and the performance and value of the
Company are considered to be closely related. As such, the
Incentive Options granted will generally only be of benefit if Mr
Higgins performs to the level whereby the value of the Company
increases sufficiently to warrant exercising the Incentive
Options.
The Company is small listed company, which is focused on
exploration and development activities and acquisition of new
business opportunities. The Company has limited funds, most of
which are allocated to specific exploration and development
activities. The Board has chosen to issue Incentive Options to Mr
Higgins as a key component of his remuneration in order to attract
and retain his services and to provide incentive linked to the
performance of the Company. The Board considers that Mr Higgins'
experience will greatly assist the Company. As such, the Board
believes that the number of Incentive Options to be granted to Mr
Higgins is commensurate to his value to the Company.
The Board does not consider that there are any significant
opportunity costs to the Company or benefits foregone by the
Company in issuing the Incentive Options on the terms proposed in
Resolution 9. If the Incentive Options are not granted, the Company
could remunerate Mr Higgins for additional amounts of cash.
However, the Board considers it reasonable for the remuneration of
Mr Higgins to have a cash component and an equity component to
further align Mr Higgins' interests with Shareholders and maintain
a strong cash position for the Company.
12.2 Listing Rule 10.11
Shareholder approval for the proposed grant of the Incentive
Options is required pursuant to Listing Rule 10.11, which provides,
subject to certain exceptions, that Shareholder approval is
required for any issue of securities by a listed company to a
related party. As Mr Higgins is a related party of the Company and
none of the exceptions contained in Listing Rule 10.12 apply,
Shareholder approval is required for the grant of Incentive Options
to Mr Higgins under Listing Rule 10.11.
Shareholder approval is sought under Listing Rule 10.11 and as
such approval under Listing Rule 7.1 is not required. Furthermore,
Shareholder approval of the grant of the Incentive Options means
that this issue will not reduce the Company's 15% placement
capacity under Listing Rule 7.1.
Resolution 9 is an ordinary resolution.
The Chairman will cast all available proxies in favour of
Resolution 9.
12.3 Specific Information Required by Listing Rule 10.13
For the purposes of Shareholder approval of the Incentive
Options grant and the requirements of Listing Rule 10.13,
information is provided as follows:
(a) 500,000 Incentive Options will be granted to Mr Higgins (or his nominee);
(b) the exercise price of the Incentive Options will be the VWAP
of the Company's Shares during the five trading day period up to
and including the date of the Meeting;
(c) the Company will grant the Incentive Options no later than 1
month after the date of the Meeting (or such longer period of time
as ASX may in its discretion allow);
(d) the Incentive Options will be granted for nil cash consideration;
(e) upon exercise, each Incentive Option shall entitle the
holder to subscribe for one Share, each of which will rank pari
passu with the Company's existing Shares on issue. Further terms
and conditions of the Incentive Options are in Schedule 2;
(f) a voting exclusion statement is included in the Notice; and
(g) no funds will be raised by the grant of the Incentive
Options as they are being granted for nil cash consideration.
Schedule 1 - Definitions
In this Explanatory Memorandum and Notice:
"AEST" means Australian Eastern Standard Time, being the time in
Brisbane, Queensland.
"Annual General Meeting" means an annual general meeting of the
Company.
"Annual Report" means the directors' report, the Company's
financial report, and auditor's report thereon, in respect to the
financial year ended 30 June 2017.
"Article" means an article of the Constitution.
"ASX" means the ASX Limited and where the context permits the
Australian Securities Exchange operated by the ASX.
"Board" means the board of Directors of the Company.
"Chair" or "Chairman" means the person appointed to chair the
Meeting.
"Closely Related Party" has the meaning given in section 9 of
the Corporations Act.
"Company" or "Global" means Global Petroleum Limited ABN 68 064
120 896.
"Constitution" means the constitution of the Company.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company.
"Explanatory Memorandum" means the explanatory memorandum to the
Notice.
"Incentive Option" means an option which entitles the holder to
subscribe for one Share on the terms and conditions in the
Explanatory Memorandum and Schedule 2.
"Key Management Personnel" means persons having authority and
responsibility for planning, directing and controlling the
activities of the Company, directly or indirectly, including any
Director (whether executive or otherwise) of the Company.
"Meeting" has the meaning given in the introductory paragraph of
the Notice.
"Notice" means this Notice of Meeting.
"Proxy Form" means the proxy form enclosed with the Notice.
"Remuneration Report" means the remuneration report of the
Company contained in the directors' report in Annual Report.
"Resolution" means a resolution contained in this Notice.
"Schedule" means a schedule to this Notice.
"Share" means a fully paid ordinary share in the capital of the
Company.
"Shareholder" means a shareholder of the Company.
"Spill Meeting" has the meaning given to that term in the
Explanatory Memorandum to Resolution 2.
"VWAP" means the volume weighted average price of trading in the
Company's Shares on the ASX over the relevant period.
In this Notice, words importing the singular include the plural
and conversely.
Schedule 2 - Terms and Conditions of Incentive Options
(a) Entitlement
Each Incentive Option entitles the holder to subscribe for one
ordinary share in the capital of the Company ("Share") upon
exercise.
(b) Exercise Price and End Date
The Exercise Price, Vesting Date and End Date of each Incentive
Option is referred to in the below table.
Director Number Exercise Price Vesting End Date(1)
Date
----------- ----------- --------------------- -------- ------------
Mr Draffin 500,000 The VWAP of the Date of The date
Incentive Company's Shares grant that is
Options during the five five years
trading day period after
up to and including the date
the date of the of grant
Meeting
----------- ----------- --------------------- -------- ------------
Mr Hill 6,000,000 The VWAP of the Date of The date
Incentive Company's Shares grant that is
Options during the five five years
trading day period after
up to and including the date
the date of the of grant
Meeting
----------- ----------- --------------------- -------- ------------
Mr van 1,000,000 The VWAP of the Date of The date
der Welle Incentive Company's Shares grant that is
Options during the five five years
trading day period after
up to and including the date
the date of the of grant
Meeting
----------- ----------- --------------------- -------- ------------
Mr Higgins 500,000 The VWAP of the Date of The date
Incentive Company's Shares grant that is
Options during the five five years
trading day period after
up to and including the date
the date of the of grant
Meeting
----------- ----------- --------------------- -------- ------------
(1) See definition of End Date below.
The Incentive Options will expire on that date ("End Date")
which is the earlier of:
(a) the End Date referred to in the above table; or
(b) in respect of the Incentive Options that have not already
vested by the Vesting Date referred to in the above table, the date
the Director ceases to be any of a Director of the Company because
of:
(i) retirement (excluding retirement by rotation as a Director
at a meeting of Shareholders where re-elected);
(ii) removal or termination (other than in the circumstances in item 2(c) below);
(iii) voluntary cessation;
(iv) by mutual agreement (unless the Board resolves otherwise); or
(c) in respect of the Incentive Options whether vested or
unvested as outlined above, the date the Director ceases to be a
Director of the Company because of dismissal by the Company because
of:
(iii) dismissal from employment with the Company for gross negligence or wilful misconduct;
(iv) conviction of any criminal offence which in the reasonable
opinion of the Board brings the holder or the Company into
disrepute;
(d) the date the holder is disqualified from holding the office of director;
and thereafter no party has any claim against any other party
arising under or in respect of the Incentive Options.
(c) Exercise Period
The Incentive Options are exercisable at any time after the
Vesting Date above and on or prior to the End Date.
(d) Notice of Exercise
The Incentive Options may be exercised by notice in writing to
the Company ("Notice of Exercise") and payment of the Exercise
Price for each Option being exercised. Any Notice of Exercise of an
Option received by the Company will be deemed to be a notice of the
exercise of that Option as at the date of receipt.
(e) Shares Issued on Exercise
Shares issued on exercise of the Incentive Options rank equally
with the then Shares of the Company.
(f) Quotation of Shares on Exercise
Application will be made by the Company to ASX for quotation of
the Shares issued upon the exercise of the Incentive Options.
(g) Timing of Issue of Shares
After an Incentive Option is validly exercised, the Company
must, as soon as possible following receipt of the Notice of
Exercise and receipt of cleared funds equal to the sum payable on
the exercise of the Incentive Option:
(a) issue and allot the Share; and
(b) do all such acts matters and things to obtain the grant of
official quotation of the Share on ASX no later than 5 Business
Days after issuing the Share.
(h) Participation in New Issues
There are no participation rights or entitlements inherent in
the Incentive Options and holders will not be entitled to
participate in new issues of capital offered to Shareholders during
the currency of the Incentive Options. However, the Company will
ensure that for the purposes of determining entitlements to any
such issue, the record date will be at least ten business days
after the issue is announced. This will give the holders of
Incentive Options the opportunity to exercise their Incentive
Options prior to the date for determining entitlements to
participate in any such issue.
(i) Adjustment for Bonus Issues of Shares
If the Company makes a bonus issue of Shares or other securities
to existing Shareholders (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment):
(a) the number of Shares which must be issued on the exercise of
a Incentive Option will be increased by the number of Shares which
the holder would have received if the holder had exercised the
Incentive Option before the record date for the bonus issue;
and
(b) no change will be made to the Exercise Price.
(j) Adjustment for Rights Issue
If the Company makes an issue of Shares pro rata to existing
Shareholders there will be no adjustment of the Exercise Price of
an Option.
(k) Adjustments for Reorganisation
If there is any reconstruction of the issued share capital of
the Company, the rights of the holders may be varied to comply with
the Listing Rules which apply to the reconstruction at the time of
the reconstruction.
(l) Quotation of Options
No application for quotation of the Incentive Options will be
made by the Company.
(m) Options Transferable
The Incentive Options are transferable provided the transfer of
the Incentive Options complies with section 707(3) of the
Corporations Act.
(n) Lodgement Instructions
Cheques shall be in Australian currency made payable to the
Company and crossed "Not Negotiable". The application for shares on
exercise of the Incentive Options with the appropriate remittance
should be lodged at the Company's registry.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 11, 2017 05:00 ET (09:00 GMT)
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