AIM and Media Release
18 October 2017
BASE RESOURCES LIMITED
Notice of Annual General Meeting
Base Resources Limited (ASX & AIM: BSE) (“Base
Resources” or the “Company”) gives notice that its
annual general meeting of members will be held on Wednesday,
22 November 2017 at 10.30am
(Perth time) (“AGM”)
at:
Quest West
Perth
54 Kings Park
Road
West Perth,
Western Australia, Australia
A full version of the notice of annual general meeting
(“Notice”) and the accompanying explanatory memorandum will
be sent to all registered members of the Company and is also
available at the Company’s website:
www.baseresources.com.au.
A summary of the items of business to be addressed at the AGM is
set out below:
ITEMS OF BUSINESS
Accounts and Reports
To receive and consider the financial report of the Company, the
Directors' report and the auditor's report for the year ended
30 June 2017.
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 2017, be adopted."
Item 2 – Re-Election of Mr
Michael Stirzaker as a Director
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That Mr Michael Stirzaker, who retires in accordance
with rule 3.6 of the Company's constitution, be re-elected as
a Director of the Company."
Item 3 – Re-Election of Mr
Samuel Willis as a Director
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That Mr Samuel Willis, who retires in accordance with
rule 3.6 of the Company's constitution, be re-elected as a
Director of the Company."
Item 4 – Approval of the Grant of
Performance Rights to Mr Tim Carstens
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That, for the purposes of ASX
Listing Rule 10.14 and for all other purposes, members approve the
grant of 2,113,056 Performance Rights by the Company to Mr
Tim Carstens and the acquisition of
Shares by Mr Carstens upon the vesting and exercise of any such
Performance Rights, in accordance with the Base Resources Long Term
Incentive Plan and otherwise in accordance with the terms and
conditions summarised in the Explanatory Memorandum accompanying
this Notice."
Item 5 – Approval of the Grant of Performance
Rights to Mr Colin Bwye
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"That, for the purposes of ASX
Listing Rule 10.14 and for all other purposes, members approve the
grant of 2,113,056 Performance Rights by the Company to Mr
Colin Bwye and the acquisition of
Shares by Mr Bwye upon the vesting and exercise of any such
Performance Rights, in accordance with the Base Resources Long Term
Incentive Plan and otherwise in accordance with the terms and
conditions summarised in the Explanatory Memorandum accompanying
this Notice."
ITEM 6 – Reinserting the Proportional
Takeover Provisions
To consider and, if thought fit, pass the following resolution
as a special resolution:
"That, for the purposes of section
648G of the Corporations Act and for all other purposes, in
accordance with section 136 of the Corporations Act, the
Company adopt and reinsert the proportional takeover provisions in
rule 38 of the Company's constitution for a period of three
years from the date of the Annual General Meeting."
Other Business
To consider any other business brought forward in accordance
with the Company's constitution or the law.
IMPORTANT VOTING INFORMATION FOR THE
AGM
Right to
Vote
The Directors have determined that, for the purpose of voting at
the AGM, the members entitled to vote are those persons who are the
registered holders of shares at 4.00pm (Perth
time) on 20 November 2017.
Chairman's Voting Intention
The Chairman of the AGM (where appropriately authorised) intends
to vote all available undirected proxies in favour of all Items of
Business.
Voting Prohibitions and Exclusions
Please refer to the full Notice for information regarding the
application of voting prohibitions and voting exclusions.
Appointment of Proxies
Each member entitled to vote at the AGM may appoint a proxy to
attend and vote at the AGM. 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 AGM. The appointment must comply with
section 250D of the Corporations Act. The representative
should bring to the meeting evidence of his or her appointment,
including any authority under which the appointment is signed,
unless it has previously been given to the Company.
Lodgement of Proxy Documents
For an appointment of a proxy for the AGM to be effective:
(a)
the proxy's appointment; and
(b)
if the appointment is signed by the appointor's attorney – the
authority under which the appointment was signed (eg 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 AGM. Proxy appointments received after this time
will be invalid for the AGM.
The following addresses are specified for the purposes of
receipt of proxies:
Online
www.investorvote.com.au
By mobile
Scan the QR Code on your proxy form and follow the prompts
By mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001, Australia
By fax:
1800 783 447 (in Australia)
+61 3 9473 2555 (outside Australia)
Custodian voting:
Intermediary Online subscribers only (custodians):
www.intermediaryonline.com
UNITED
KINGDOM (CREST VOTING INSTRUCTION)
Depository interest holders in CREST (“DI Holders”) may
transmit voting instructions by utilising the CREST voting service
in accordance with the procedures described in the CREST Manual
(available at www.euroclear.com/CREST). 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.
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the company’s agent
(Computershare UK - contact details below) no later than
16 November 2017 at 2.30am
(GMT). For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the
CREST Voting Instruction by the CREST applications host) from which
the Company’s agent is able to retrieve the CREST Voting
Instruction by enquiry to CREST in the manner prescribed by
CREST. DI Holders in CREST and, where applicable, their
CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for
any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the
DI Holder concerned to take (or, if the DI Holder is a
CREST personal member or sponsored member or has appointed a voting
service provider, to procure that the CREST sponsor or voting
service provider takes) such action as shall be necessary to ensure
that a CREST Voting Instruction is transmitted by means of the
CREST voting service by any particular time.
DI Holders and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST
system and timings.
Form of Instruction
DI Holders are invited to attend the AGM but are not
entitled to vote at the AGM. In order to have votes cast at
the AGM on their behalf, DI Holders must complete, sign and return
the Forms of Instruction sent to them together with this Notice to
the Company’s agent, Computershare UK (contact details below), by
no later than 16 November 2017 at 2.30am (GMT).
ENDS.
CORPORATE PROFILE
Directors
Keith Spence (Non-Executive
Chairman)
Tim Carstens (Managing Director)
Colin Bwye (Executive Director)
Sam Willis (Non-Executive
Director)
Michael Stirzaker (Non-Executive
Director)
Malcolm Macpherson (Non-Executive
Director)
Company Secretary
Chadwick Poletti
NOMINATED ADVISOR & BROKERS
RFC Ambrian Limited
As Nominated Adviser:
Andrew Thomson / Stephen Allen
Phone: +61 (0)8 9480 2500
As Joint Broker:
Jonathan Williams
Phone: +44 20 3440 6800
Numis Securities Limited
As Joint Broker:
John Prior / James Black / Paul
Gillam
Phone: +44 20 7260 1000
SHARE REGISTRY: ASX
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
PERTH WA 6000
Enquiries: 1300 850 505 / +61 (3) 9415 4000
www.computershare.com.au
SHARE REGISTRY: AIM
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
BRISTOL BS99 6ZZ
Enquiries: +44 (0) 870 702 0003
www.computershare.co.uk
AUSTRALIAN MEDIA RELATIONS
Cannings Purple
Annette Ellis / Andrew Rowell
Email: aellis@canningspurple.com.au /
arowell@canningspurple.com.au
Phone: +61 (0)8 6314 6300
UK MEDIA RELATIONS
Tavistock Communications
Jos Simson / Emily Fenton
Phone: +44 (0) 207 920 3150
KENYA MEDIA RELATIONS
Africapractice (East
Africa)
Evelyn Njoroge / Joan Kimani
Phone: +254 (0)20 239 6899
Email: jkimani@africapractice.com
PRINCIPAL & REGISTERED OFFICE
Level 1, 50 Kings Park Road
West Perth, Western Australia, 6005
Email: info@baseresources.com.au
Phone: +61 (0)8 9413 7400
Fax: +61 (0)8 9322 8912