KIMBERLEY DIAMOND COMPANY NL
acn 061 899 634
NOTICE OF GENERAL MEETING
incorporating
EXPLANATORY STATEMENT
and
ROXY FORM
DATE AND TIME OF MEETING
MONDAY, 9 JULY 2007 AT 9.30AM (WST)
PLACE OF MEETING
Celtic Club, 48 Ord Street, West Perth 6005 WA
This is an important document. It should be read in its entirety. If you are in
doubt as to the course you should follow, consult your financial or other
professional advisor.
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY given for a general meeting of Kimberley Diamond Company NL
(KDC or Company) to be held at the Celtic Club, 48 Ord Street, West Perth on
Monday, 9 July 2007 at 9.30am WST.
This Notice of General Meeting should be read in conjunction with the
accompanying Explanatory Statement.
ORDINARY BUSINESS
Resolution 1 - Ratification of allotment and issue of shares
To consider and, if thought fit, pass the following resolution as an ordinary
resolution.
"THAT, for the purpose of Listing Rule 7.4 of the Listing Rules of ASX and for
all other purposes, the Company approves and ratifies the allotments of the
shares set out below, which were issued on terms and conditions set out in the
Explanatory Statement accompanying this Notice.
Date Issued to Number of Terms of Price Gross amount raised
Issued securities securities securities
issued issued (A$)
4/12/2006 Sophisticated 30,000,000 Ordinary $0.85 $25,500,000
or shares
professional
investors
9/2/2007 Mine Plant 2,000,000 Ordinary Deemed Nil - issued in
Construction shares price - full and final
Pty Ltd $0.85 settlement of the
Company's
liabilities and
obligation under
the terms of an
agreement between
the Company and
Mine Plant
Construction Pty
Ltd for the
construction of the
processing plant at
Ellendale 4.
11/4/2007 Mine Plant 1,227,163 Ordinary Deemed Nil - issued in
Construction shares price - settlement of
Pty Ltd $0.85 amounts owing to
Mine Plant
Construction Pty
Ltd for further
capital works at
Ellendale minesite
including mobile
plant and equipment
previously hired
but now purchased
by the Company.
7/5/2007 Sophisticated 20,558,500 Ordinary $0.70 $14,390,950
or shares
professional
investors
Voting Exclusion: The Company will disregard any votes cast on this resolution
by a person who participated in the issues or any associates of those persons.
However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote in accordance with the directions on
the proxy form, or it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote in accordance with the direction on the proxy
form to vote as the proxy decides.
Resolution 2 - Ratification of grant of options
To consider and, if thought fit, pass the following resolution as an ordinary
resolution.
"THAT, for the purpose of Listing Rule 7.4 of the Listing Rules of ASX and for
all other purposes, the Company approves and ratifies the grant of the
1,000,000 unlisted options to Soci�t� G�n�rale Australia Branch, as more fully
particularised in the Explanatory Statement to this Notice."
Voting Exclusion: The Company will disregard any votes cast on this resolution
by a person who participated in the issues or any associates of those persons.
However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote in accordance with the directions on
the proxy form, or it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote in accordance with the direction on the proxy
form to vote as the proxy decides.
Resolution 3 - Approval to issue options to Executive Director
To consider, and if thought fit, to pass the following resolution as an
ordinary resolution.
"That for the purposes of Listing Rule 10.11 and for all other purposes, the
shareholders of the Company hereby approve the issue and allotment of 3,000,000
May 2010 Options to Gordon Maxwell Gilchrist, or his nominee, for no cash
consideration, each of such May 2010 Options being subject to the terms and
conditions set out and described in the Explanatory Statement accompanying this
Notice of Meeting and carrying the right, exercisable on or before the third
anniversary of the date of issue of the May 2010 Options, to subscribe for one
ordinary fully paid share in the Company at an issue price of $0.80, and
resolve that this constitutes reasonable remuneration for the purposes of
Chapter 2E of the Corporations Act and hereby authorise the directors to
execute such documents and do all such acts and things as shall be necessary or
desirable in order to implement and give full effect to this resolution."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by Gordon Maxwell Gilchrist and any associate of Gordon Maxwell Gilchrist.
However, the Company need not disregard a vote if it is cast by a person as a
proxy for a person who is entitled to vote, in accordance with the directions
on the proxy form, or if it is cast by a person chairing the meeting as a proxy
for a person who is entitled to vote, in accordance with a direction on the
proxy form to vote as the proxy decides.
BY ORDER OF THE BOARD
Jean Mathie
Company Secretary
Dated: 28 May 2007
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of members of
Kimberley Diamond Company NL (KDC or Company) in connection with the business
to be conducted at the general meeting of members to be held at the Celtic
Club, 48 Ord Street, West Perth on Monday, 9 July 2007 at 9.30am.
RESOLUTION 1 - Ratification of Security Issues
1. On 4 December 2006, the Company placed 30,000,000 ordinary fully paid
shares at an issue price of $0.85 per share to raise $25,500,000. The
placement was made to professional and sophisticated investors in
accordance with the Corporations Act 2001 to clients of Argonaut Securities
Pty Ltd of Perth WA. The shares were credited as fully paid and rank pari
passu with all other ordinary fully paid shares on issue. The funds raised
from the share placement have been for working capital purposes.
2. On 9 February 2007, the Company issued 2,000,000 ordinary fully paid shares
to Mine Plant Construction Pty Ltd at a deemed issue price of $0.85 per
share in fully and final settlement of the Company's liabilities and
obligations to release the retention moneys to Mine Plant Construction
under the terms of the contract between the Company and Mine Plant
Construction Pty Ltd for the construction of the diamond processing plant
at Ellendale 4. The shares were credited as fully paid and rank pari passu
with all other ordinary fully paid shares on issue.
3. On 11 April 2007, the Company issued 1,227,163 ordinary fully paid shares
to Mine Plant Construction Pty Ltd at a deemed issue price of $0.85 per
share in settlement of amounts owing to Mine Plant Construction Pty Ltd for
further capital works at Ellendale minesite including mobile plant and
equipment previously hired but now purchased by the Company. The shares
were credited as fully paid and rank pari passu with all other ordinary
fully paid shares on issue.
4. On 7 May 2007, the Company placed 20,558,500 ordinary fully paid shares at
an issue price of $0.70 per share to raise $14,390,950. The placement was
made to professional and sophisticated investors in accordance with the
Corporations Act 2001. The shares were credited as fully paid and rank pari
passu with all other ordinary fully paid shares on issue.
From the funds raised by this placement, the Company holds $6.4 million in its
debt service reserve bank account. On or before 1 July 2007, the Company's
scheduled Project Facility repayment of $5.0 million will be made from this
account. A further $1.3 million will be used towards new environmental bonding
required for the expanded Ellendale 9 East Plant. The Company also allocated
$2.0 million to plant remediation works at the Ellendale 9 East Plant to
complete the reinstallation of scrubbers to achieve the production ramp-up to
450 tonnes per hour operation (3.3 million tonnes per annum). The balance of
the funds will be used to supplement working capital for improving the
Ellendale Operation and to assist towards financing a build up of diamond
inventory for a planned significant sales campaign during June 2007.
RESOLUTION 2 - Ratification of grant of options
On 17 May 2007, the Company announcement the grant of 1,000,000 unlisted
options on 15 May 2007 to Soci�t� G�n�rale Australia Branch in accordance with
the terms and conditions of a letter agreement between the Company and Soci�t�
G�n�rale dated 3 May 2007 entitled "15 April 2005 Facility agreement as amended
- Financial Covenant Compliance". The unlisted options were issued for nil cash
consideration as they were issued in accordance with the said letter agreement.
The terms and conditions of the unlisted options are set out hereunder "Terms
and Conditions of 2010 Unlisted Options".
TERMS AND CONDITIONS OF 2010 UNLISTED OPTIONS
a. The options are not to be listed on Australian Stock Exchange Limited
("ASX").
b. Each option has the right to subscribe for one ordinary fully paid share in
the capital of the Company.
c. Each option may be exercised at any time prior to 5pm (WST) on the third
anniversary of date of grant and any option not exercised on or before that
date will expire and cease to carry any rights or benefits.
d. The exercise price of each option is $0.80.
e. Options can be exercised by an option holder delivering to the Company's
registered office or share registry a notice (in a form prescribed by the
Company from time to time) stating the number of options to be exercised
and accompanied by the relevant holding statement(s) and a cheque (in
Australian currency) made payable to the Company for an amount being the
result of the exercise price multiplied by the number of options being
exercised.
f. Within five business days of receipt of a properly executed exercise notice
and application monies in respect of the exercise of any options, the
Company will issue the resultant shares and deliver notification of share
holdings.
g. The Company shall make application to have shares (issued pursuant to an
exercise of options) listed for official quotation by ASX within three
business days of the date of issue.
h. Shares issued pursuant to an exercise of options shall rank, from the date
of allotment, pari passu with existing shares of the Company in all
respects.
i. The options have no right to participate in pro-rata issues of securities
to shareholders unless the options are exercised prior to the record date
for determining entitlements to the relevant pro-rata issue.
j. Each option holder will be notified by the Company of any proposed pro-rata
issue of securities to shareholders at least 10 business days prior to the
record date and, if the option is exercised before the record date, the
option holder can participate in a pro-rata issue to shareholders.
k. In the event of a reorganisation (including reconstruction, consolidation,
subdivision, reduction, or return) of the capital of the Company, the terms
of the options will be changed to the extent necessary to comply with the
requirements of ASX Listing Rules (in force at the time of the
reorganisation) for the reorganisation of capital.
l. Each share issued pursuant to an exercise of an option shall be issued free
of any encumbrance.
The ASX Listing Rules set out a rule commonly known as the "15% rule" which
limits the capacity of a company to issue securities without the approval of
its shareholders. The 15% rule provides that a company may not, in any twelve
month period, issue securities equal to more than 15% of the total number of
securities of the same class on issue at the beginning of the twelve month
period unless the issue is approved by shareholders or otherwise comes within
one of a number of exceptions.
One of those exceptions provides that where a company in general meeting
ratifies a prior issue of securities then those securities shall be deemed to
have been issued at the beginning of the 12 month period if the notice of
meeting includes details in respect of the matters set out below.
If resolutions 1 and 2 are passed, then the Company capacity to issue
securities under the 15% rule will immediately be refreshed.
RESOLUTION 3 - Approval to issue options to Executive Director
Background
On 7 May 2007 Gordon Maxwell Gilchrist was appointed as an executive director
of the Company as an addition to its Board of Directors. Mr Gilchrist is 62
years of age and has extensive experience in the resource industry, both in
Australia and internationally. He was Managing Director of Argyle Diamond Mines
based in Perth, Western Australia from 1993 to 2002 and his most recent
position was that of Managing Director of Rio Tinto Diamonds, based in Antwerp,
Belgium. Earlier in his career, Mr Gilchrist held a number of senior positions
in the resource sector including as President and CEO of An Mau Steel, based in
Taiwan, from 1991-1993 and General Manager Sales and Marketing for Pasminco
based in Melbourne from 1989-1991. Mr Gilchrist, an Australian citizen, holds
an MA in Physics and Diploma of Education from Oxford University and an MBA
from London Business School. Mr Gilchrist, who moved overseas to take up his
role as Managing Director of Rio Tinto Diamonds, will sell his overseas
residence and return to Perth to pursue his executive role with the Company.
The May 2010 Options described below are to be issued to Mr. Gilchrist as part
of his remuneration package for his services as an Executive Director of the
Company, and are intended as a long term performance incentive to provide added
value for shareholders and to reward him if he is successful in that regard.
ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval
by ordinary resolution prior to the issue of securities (including options) to
a related party of the company. If Resolution 3 is passed, securities will be
issued to Mr. Gilchrist, who is a related party of the Company, or to his
nominee.
Accordingly, shareholder approval for the issue of securities to Mr. Gilchrist
or his nominee is required under the ASX Listing Rules before the May 2010
Options are issued to him or his nominee.
Approval under ASX Listing Rule 7.1 is not required in order to issue the
May 2010 Options to Mr. Gilchrist or his nominee as approval is being obtained
under ASX Listing Rule 10.11. Shareholders should note that the issue of
May 2010 Options will be included in the 15% calculation for the purposes of
ASX Listing Rule 7.1.
Terms of May 2010 Options
The May 2010 Options referred to in Resolution 3 will be issued upon and
subject to the following principal terms and conditions:
1. Each May 2010 Option entitles the holder to subscribe for one ordinary
fully paid share (Share) in the capital of the Company.
2. The May 2010 Options are exercisable at any time prior to 5.00pm WST on
7 May 2010, being the third anniversary of the date of Mr. Gilchrist's
appointment as an executive director of the Company Any May 2010 options
not exercised on or before that date will expire and cease to carry any
rights or benefits.
3. May 2010 Options can be exercised by the option holder completing a
May 2010 Option exercise form (in a form prescribed by the Company from
time to time) and delivering it, together with the payment for the number
of Shares in respect of which the May 2010 Options are exercised, to the
registered office of the Company.
4. The May 2010 Option exercise price is $0.80 per May 2010 Option.
5. Each May 2010 Option is unlisted and is not transferable.
6. There are no participating rights or entitlements inherent in the May 2010
Options themselves, and they will not entitle holders of the May 2010
Options to participate in new issues of capital offered to shareholders
during the currency of the May 2010 Options.
7. If, at any time, the issued capital of the Company is reconstructed, all
rights of the holder of the May 2010 Options are to be changed in a manner
consistent with the requirements of the Corporations Act 2001 (Cth) and ASX
Listing Rules.
8. Except as noted in paragraph 7 above, a May 2010 Option does not confer the
right to a change in exercise price or a change in the number of underlying
securities over which the May 2010 Option can be exercised.
9. All Shares issued upon exercise of the May 2010 Options will rank pari
passu in all respects with the Company's then issued Shares. The Company
will apply for official quotation of all Shares issued upon exercise of the
May 2010 Options on ASX within three business days of the date of issue.
Maximum Number of May 2010 Options
The maximum number of May 2010 Options to be issued to Mr. Gilchrist or his
nominee under Resolution 3 is 3,000,000.
Date of Issue
If approved by the shareholders, the Company will issue the May 2010 Options to
Mr. Gilchrist, or his nominee, within 1 month of the date of the General
Meeting or within such longer period as the ASX may approve if the Company
applies for a waiver of the relevant ASX Listing Rules.
Use of Funds
No funds will be raised from the issue of the May 2010 Options under Resolution
3.
Voting Exclusion Statement
Please refer to the Voting Exclusion Statement contained in the Notice of
General Meeting.
Other Information
The primary purpose of the issue of May 2010 Options to Mr. Gilchrist is, as
indicated above, to provide an incentive. Given this purpose, the Company does
not believe that there are any significant opportunity costs or benefits
forgone by the issue of these May 2010 Options.
The market price of the Company's Shares during the term of the May 2010
Options would normally determine whether or not the optionholder exercises the
May 2010 Options. At the time any May 2010 Options are exercised and Shares
issued pursuant to the exercise of any May 2010 Option, the Company's Shares
may be trading on ASX at a price which is higher than the exercise price of
those May 2010 Options. Where this is the case, the opportunity cost may be
that the Company could have received greater consideration for the issue of the
Shares than the $0.80 issue price payable on the exercise of the
May 2010 Options.
During the 12 months preceding this Notice of Meeting the Company's Share price
has traded between $1.475 and $0.685. On the business day prior to the date of
this Notice of Meeting, the Company's share price closed at $0.72.
Using the Black-Scholes option valuation model, the value of each May 2010
Option as at the date of this Notice of Meeting is assessed to be approximately
$0.201 based on the particulars contained in the following table.
Item May 2010
Options
Exercise price of May 2010 Options $0.80
Share price used (Closing ASX price 29/5/2007) $0.72
Expiry date 7 May 2010
Total number of Options 3,000,000
Risk fee rate 5.25%
Volatility 40%
Black-Scholes total notional value (all Options) $603,863
Black-Scholes notional value (each Option) $0.201 (3dp)
The Company currently has the following issued capital.
Listed Securities:
Ordinary fully paid shares (KIM) 428,062,249
Unlisted Securities:
Options expiring 30 June 2007 exercisable at 2,753,000
$1.60
Options expiring 24 August 2008 exercisable at 1,100,000
$0.45
Options expiring 14 January 2008 exercisable 1,000,000
at $1.20
Options expiring 15 April 2008 exercisable at 1,000,000
$1.20
Options expiring 23 November 2010 exercisable 2,250,000
at $1.40
Options expiring 22 May 2009 exercisable at 5,000,000
$1.80
Options expiring 12 July 2009 exercisable at 2,400,000
$1.75
Therefore,
a. if none of the existing listed and unlisted options to acquire Shares are
exercised but all May 2010 Options are issued and exercised, the total
dilution effect of the issue and exercise of all 3 million of the May 2010
Options on the Company's Share capital of 428,062,249 Shares would be
approximately 0.701%; and
b. if all of the existing all existing listed and unlisted options to acquire
Shares are exercised and all May 2010 Options are issued and exercised, the
total dilution effect of the issue and exercise of all 3 million of the
May 2010 Options on the Company's fully diluted Share capital of
443,565,249 would be approximately 0.676%.
Director's Interests
At the date of this Notice of Meeting, Mr. Gilchrist had a direct relevant
interest in 52,000 Shares but, apart from his potential interest in the
May 2010 as a consequence of his contract of employment with the Company, had
no relevant interest in any of the Company's options.
Mr Gilchrist has entered into a contract of employment with the Company for an
initial period of one year (the First Year) commencing on 7 May 2007 with Mr
Gilchrist having the right, subject to certain conditions, to extend the term
of that contract and his employment under it by a further year (the Second Year
) commencing on 6 May 2008 and a further year (the Third Year) commencing on
6 May 2009.
Under his contract of employment (Employment Contract) with the Company:
a. Mr. Gilchrist is entitled to receive, in consideration of the services to
be provided by him under that contract, a gross remuneration package of
$300,000.00 (inclusive of Tax, superannuation contributions, Medicare levy
and any other amounts required by law to be paid in respect of the
remuneration payable to Mr. Gilchrist under that contract) for the First
Year payable by equal monthly instalments. This annual gross remuneration
package is inclusive of all director's fees for his services as a director
of the Company. If the term of the Employment Contract is extended, the
gross annual remuneration package that will be payable to Mr. Gilchrist for
the Second and Third Years, as applicable, will, in each case, be 15% more
than the gross remuneration package he was entitled to receive for the
preceding year of the term;
b. the Company has agreed to pay the sum of $25,000.00 as a cash contribution
towards Mr. Gilchrist's costs of relocating from London to Perth, and to
provide Mr. Gilchrist in each year of the term of his Employment Contract
with up to 4 airline tickets for return business class air travel from
Perth, Western Australia for his wife to accompany him on travel he
undertakes within Australia or overseas in the course of his duties or at
the direction of the Board. This entitlement is non-cumulative and cannot
be carried forward to subsequent years and will accordingly lapse if not
taken in the particular year in which the entitlement arises;
c. the Company will reimburse Mr. Gilchrist for all costs and expenses
reasonably and properly incurred by him in carrying out his obligations
under the Employment Contract, subject to production of relevant invoices
or such other evidence as the Company may reasonably require;
d. during each year of the term, Mr. Gilchrist shall receive 4 weeks holidays
and will be entitled to 6 paid sick leave days. On termination of the
employment of Mr Gilchrist for any reason, all moneys and other entitlement
and remuneration, including but not limited, to any accrued but unused
holidays of Mr Gilchrist, shall be paid, adjusted and calculated as at the
date of such termination;
e. a specific clause of the Employment Contract gives the Company the right to
terminate the Employment Contract and Mr Gilchrist's employment without
having or giving any reason for that termination by giving 3 months notice
or paying 3 months remuneration in lieu of notice. If the Company
terminates the employment of Mr Gilchrist pursuant to that specific clause,
and that clause alone, during the First Year, the Company must, on the date
of termination, in addition to paying any amounts then due under the
Employment Contract, pay to Mr Gilchrist the difference, if any, between
the gross remuneration package of $300,000.00 payable for the First Year
LESS the amount paid or payable to Mr Gilchrist under as remuneration under
the Employment Contract for the period up to the termination as a
"Termination Fee" in full and final settlement of the salary and all other
benefits to which Gilchrist would have become entitled under the Employment
Contract from the termination date to the end of the First Year, if Mr
Gilchrist had continued to be employed by the Company for the remainder of
that First Year.
Under a separate agreement to be entered into between Mr Gilchrist and the
Company, Mr Gilchrist will be entitled to rights of indemnity, and access to
records, commonly granted to directors of listed public companies in Australia
Other than the gross remuneration payable to Mr Gilchrist under the Employment
Contract, the issue of the May 2010 Options to Mr Gilchrist, or his nominee,
pursuant to Resolution 3 and his potential entitlement to a "Termination Fee"
if his employment is terminated in the First Year without the Company having or
giving any reason for that termination, the Company currently has no intention
of materially altering the remuneration payable to its directors
Recommendation
All of the directors were available to consider the proposed Resolution 3. Mr.
Gilchrist declined to make a recommendation concerning Resolution 3 on the
basis that he has a material personal interest in the outcome of that
Resolution. Messrs. Kennedy, Simich, Still, Danchin, Somes and Hutton all
consider that:
i. the terms of the Employment Contract and the remuneration payable under it;
and
ii. the issue of the May 2010 Options to Mr. Gilchrist
are fair and reasonable and constitutes reasonable remuneration for the
purposes of Chapter 2 E of the Corporations Act 2001, and a proper incentive to
encourage the growth of the Company and to maximize the value of each
shareholder's investment in the Company, and recommend that shareholders vote
in favour of Resolution 3 to approve the issue of the 3 million May 2010
Options to Mr. Gilchrist or his nominee.
PROXY FORM
The Secretary
Kimberley Diamond Company NL (abn 91 061 899 634)
PO Box 806
West Perth Western Australia 6872
Fax: (+61-8) 9321 5884
Shareholder details
Name of Shareholder:
Address of Shareholder:
Telephone No:
I/We being a member(s) of Kimberley Diamond Company NL, appoint the following
person or failing him/her the Chairman of the Meeting as my/our proxy to vote
in accordance with the following directions (or if no directions have been
given, as the proxy or Chairman sees fit) at the General Meeting (Meeting) of
the Company to be held at the Celtic Club West Perth 6005, Western Australia at
9.30am on Monday, 9 July 2007 (and at any adjournment thereof).
Name of Proxy:
Address of Shareholder:
INSTRUCTIONS AS TO VOTING - refer attached Notes to the Proxy Form
If you wish to direct your proxy how to vote with respect to the proposed
resolutions, pleased indicate the manner in which your proxy is to vote by
placing a "X" in the appropriate box below, otherwise your proxy will vote or
as he/she thinks fit.
I you do not wish to direct your proxy how to vote please place an "X" in this
box.
By marking this box you acknowledge that the Chairman may exercise your proxy
even if he has an interest in the outcome of the resolution and votes cast by
him other than as proxy holder will be disregarded.
It is the Chairman's intention to vote in favour of all resolutions in relation
to undirected proxies.
For AGAINST ABSTAIN
Resolution Ratification of allotment and issue
1 of shares
Resolution Ratification of grant of options
2
Resolution Approval to issue options to
3 Executive Director
PLEASE SIGN HERE This Section must be signed in accordance with the
instructions overleaf to enable your directions to be implemented.
Individual Shareholder Individual Shareholder Individual Shareholder
No.2 (where joint No.3 (where 3 joint
holders) holders) - if more
holders each additional
holder must sign
Sole Director and Sole Director Director/Company
Company Secretary Secretary
Date / /
Shareholder's Name and Voting Entitlement
This is the name of the shareholder as it appears on the Company's share
register. For the purposes of this Meeting, shares will be taken to be held by
those persons who are the registered holders thereof 48 hours before the time
appointed for the commencement of the Meeting.
Appointment of Proxy
A shareholder entitled to attend and vote at the Meeting is entitled to appoint
not more than two other persons (whether shareholders or not) as proxy or
proxies to attend in the shareholder's place at the Meeting. The proxy has the
same right as the shareholder to speak and vote at the Meeting. If you leave
this section blank, or your named proxy does not attend the Meeting (or in the
case you appoint two proxies and neither attends the Meeting), the Chairman of
the meeting will be your proxy to vote your shares even if you attend the
meeting (unless you revoke your proxy before the meeting).
Vote on Resolutions
You may direct your proxy how to vote by placing a mark in one of the boxes
opposite the resolution/s you wish to direct your proxy to vote on. If you do
so, all your shares will be voted in accordance with your direction. You can
split your vote on any resolution/s by inserting the number/s of shares you
wish to vote in the appropriate box/es. Please ensure you clearly mark the box
in black or blue ink by placing a mark or the number of shares you are voting.
Appointing a Second Proxy
If a shareholder appoints two proxies, unless each proxy is appointed to
represent a specified proportion of the shareholder's voting rights, each proxy
may exercise half the votes of the appointor.
Contact Telephone
This will help us if there are any problems with your proxy form.
Signature(s)
You must sign this form as follows in the spaces provided.
Individual: Where the holding is in one name, the holder must
sign.
Joint Holding: Where the holding is in more than one name, all of
the shareholders must sign.
Power of Attorney: To sign under Power of Attorney, you must have
already lodged this document with the registry. If
you have not previously lodged this document for
notation, please attach a certified photocopy of the
Power of Attorney to this form when you return it.
Companies: This form must be executed in accordance with
Section 127 of the Corporations Act 2001 or signed by
a duly authorised officer or agent.
If a representative of the corporation is to attend the meeting the appropriate
"Certificate of Appointment of Corporation Representative" should be produced
prior to admission. A form of the certificate may be obtained from the
Company's share registry.
Lodgement of a Proxy
To be valid, this Proxy Form (and any Power of Attorney under which it is
signed) must be received not later than 48 hours before the time of the Meeting
or resumption of an adjourned meeting at which the person named in the
instrument proposes to vote, either by facsimile on (08) 9321 5884, by mail to
PO Box 806, West Perth, 6872, Western Australia or delivery to the registered
office of the Company at 12 Walker Avenue, West Perth, Western Australia, or
delivery to the Company's share registry Security Transfer Registrars Pty Ltd,
PO Box 535, Applecross 6953, Western Australia or at 770 Canning Highway,
Applecross 6153, Western Australia.
KIMBERLEY DIAMOND COMPANY NL ABN 91 061 899 634
12 WALKER AVENUE WEST PERTH 6005 WESTERN AUSTRALIA PO BOX 806 WEST PERTH
WESTERN AUSTRALIA 6872
TEL (08) 9321 5887 FAX (08) 9321 5884 EMAIL general@kimres.com.au WWW
www.kimberleydiamondco.com.au
END
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