Base Resources Limited Notice of 2021 Annual General Meeting
October 27 2021 - 1:00AM
UK Regulatory
TIDMBSE
AIM and Media Release
27 October 2021
BASE RESOURCES LIMITED
Notice of 2021 Annual General Meeting
Base Resources Limited (Company) gives notice that its 2021 annual general
meeting of members will be held on Friday, 26 November 2021 at 11.00am (Perth
time) (Meeting):
* at the Subiaco Room, Vibe Hotel Subiaco, 9 Alvan Street, Subiaco, Western
Australia; and
* online via the Lumi software platform using the Meeting ID 366-918-669.
A full version of the notice of annual general meeting (Notice), including the
explanatory memorandum in respect of the items of business to be considered at
the Meeting and instructions on how to access the Lumi software platform, is
available at the Company's website: www.baseresources.com.au.
The items of business to be considered at the Meeting are set out below.
ITEMS OF BUSINESS
Accounts and Reports
To receive and consider the financial report of the Company, the Directors'
report and the auditor's report for the year ended 30 June 2021.
Item 1 - Adoption of the Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That the Remuneration Report, which forms part of the Directors' report for
the financial year ended 30 June 2021, be adopted."
Item 2 - Re-election of Ms Diane Radley as a Director
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Ms Diane Radley, who retires in accordance with rule 3.6 of the Company's
constitution, be re-elected as a Director of the Company."
Item 3 - Election of Mr Scot Sobey as a Director
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Mr Scot Sobey be elected as a Director of the Company pursuant to rule
3.4 of the Company's constitution."
Item 4 - Approval of the grant of Performance Rights to Mr Tim Carstens
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,
members approve the grant of 2,647,339 Performance Rights by the Company to Mr
Tim Carstens, in accordance with the Base Resources Long Term Incentive Plan
and otherwise in accordance with the terms and conditions summarised in the
Explanatory Memorandum accompanying this Notice."
Item 5 - Approval of revised Base Resources Long Term Incentive Plan
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 7.2 (Exception 13), section 260C(4)
of the Corporations Act and for all other purposes, members approve the Base
Resources Long Term Incentive Plan and the issue of Performance Rights under
the Base Resources Long Term Incentive Plan, the terms and conditions of which
are summarised in the Explanatory Memorandum accompanying this Notice."
Item 6 - Approval of proposed amendments to Constitution
To consider and, if thought fit, pass the following resolution as a special
resolution:
"That, with effect from the close of this meeting, for the purposes of section
136(2) of the Corporations Act and for all other purposes, the constitution of
the Company be amended as set out in the document tabled at the meeting and
signed by the Chair of the meeting for the purpose of identification, which
proposed amendments are summarised in the Explanatory Memorandum accompanying
this Notice."
Other business
To consider any other business brought forward in accordance with the Company's
constitution or the law.
IMPORTANT VOTING INFORMATION FOR THE MEETING
Right to vote
The Directors have determined that, for the purpose of voting at the Meeting,
the members entitled to vote are those persons who are registered holders of
Shares at 4.00pm (Perth time) on 24 November 2021.
Chair's voting intention
The Chair of the Meeting (where appropriately authorised) intends to vote all
available undirected proxies in favour of all Items.
Voting prohibitions application to KMP
Key Management Personnel and their closely related parties are prohibited under
the Corporations Act from voting in a manner contrary to the voting exclusions
for Items 1, 4 and 5 described in the section titled "Voting Prohibitions and
Exclusions" in the full Notice.
Attending and voting online
Members or their attorneys or corporate representatives who wish to participate
online may do so from their computer or mobile device, by entering the URL in
their browser: https://web.lumiagm.com.
If you choose to participate in the Meeting online, registration will be open
at 10.00 am (Perth time). Members can log in to the Meeting by entering:
* the Meeting ID, which is 366-918-669;
* their username, which is their SRN/HIN; and
* their password, which is the postcode registered to their holding if their
registered address is an address in Australia.Members with an overseas
registered address should refer to the Lumi Online Meeting Guide for their
password details on pages 31 to 34 of the full Notice.
Proxy holders, attorneys, corporate representatives and visitors should refer
to the Lumi Online Meeting Guide on pages 31 to 34 of the full Notice for
details about how to log in to the Meeting.
Attending the meeting online will enable you to view the Meeting live, to ask
questions (both orally and via a text-based Q&A function) and, if you are not a
visitor, cast votes in the real time poll at the appropriate time. Please note
that if you join the Meeting online as a member and vote, any proxy appointed
by you will not be entitled to vote and votes lodged by your proxy in respect
of your Shares will be withdrawn.
Further details are set out in the Lumi Online Meeting Guide on pages 31 to 34
of the full Notice.
Appointment of proxies
Each member entitled to vote at the Meeting may appoint a proxy to attend and
vote at the Meeting. A proxy need not be a member and can be an individual or a
body corporate. A member entitled to cast two or more votes may appoint two
proxies and may specify the proportion or number of votes each proxy is
appointed to exercise.
A body corporate appointed as a member's proxy may appoint a representative to
exercise any of the powers the body may exercise as a proxy at the Meeting. The
appointment must comply with section 250D of the Corporations Act. The
representative should bring to the Meeting evidence of his or her appointment,
including any authority under which the appointment is signed, unless it has
previously been given to the Company.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy.
Members and their proxies should be aware of these provisions of the
Corporations Act. Generally, these sections provide that:
* if proxy holders vote, they must cast all directed proxies as directed; and
* any directed proxies which are not voted will automatically default to the
Chair, who must vote the proxies as directed.
Proxies on Items 1, 4 and 5
If members appoint the Chair as their proxy (or the Chair is appointed by
default) and they do not complete any of the boxes "For", "Against" or
"Abstain" opposite Items 1, 4 or 5 on the Proxy Form, they will be expressly
authorising the Chair to vote on the relevant Item in accordance with the
Chair's stated voting intention, even though the Item is connected directly or
indirectly with the remuneration of a member of key management personnel. The
Chair intends to vote (where appropriately authorised) all available undirected
proxies in favour of all Items.
If members appoint the Chair as their proxy and wish to direct him how to vote,
they can do so by marking the boxes for the relevant Item (i.e. by directing
him to vote "For", "Against" or "Abstain").
If members appoint a member of key management personnel (other than the Chair)
or any closely related party of a member of key management personnel as their
proxy, they must direct that person how to vote on Items 1, 4 or 5 if they want
their Shares to be voted on those Items. If members appoint a member of key
management personnel (other than the Chair) or any closely related party of a
member of KMP and they do not direct them how to vote on Items 1, 4 or 5, such
a person will not cast their votes on that Item and their votes will not be
counted in calculating the required majority.
Lodgement of proxy documents
For an appointment of a proxy for the Meeting to be effective:
* the proxy's appointment; and
* if the appointment is signed by the appointor's attorney - the authority
under which the appointment was signed (e.g. a power of attorney) or a
certified copy of it,
must be received by the Company at least 48 hours before the start of the
Meeting (i.e. by 11.00 am (Perth time) on Wednesday, 24 November 2021). Proxy
appointments received after this time will be invalid for the Meeting
The following methods are specified for the purposes of receipt of proxies:
Online
investorvote.com.au
By mobile Custodian voting
Scan the QR Code on your proxy form Intermediary Online subscribers only
and follow the prompts (custodians) www.intermediaryonline.com
By mail By fax
Computershare Investor Services Pty Limited 1800 783 447 (in Australia)
GPO Box 242 Melbourne +61 3 9473 2555 (outside Australia)
Victoria 3001, Australia
United Kingdom (CREST voting instruction)
Depository Interest holders in CREST (DI Holders) may transmit voting
instructions by utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a voting service
provider, should refer to their CREST sponsor or voting service provider, who
will be able to take appropriate action on their behalf.
In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (CREST Voting Instruction) must be properly
authenticated in accordance with Euroclear's specifications and must contain
the information required for such instructions, as described in the CREST
Manual (available at www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company's agent (Computershare UK) no later than 22 November
2021 at 11.00 am (GMT). For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the CREST Voting
Instruction by the CREST applications host) from which the Company's agent is
able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner
prescribed by CREST. DI Holders in CREST and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the
transmission of CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal member or
sponsored member or has appointed a voting service provider, to procure that
the CREST sponsor or voting service provider takes) such action as shall be
necessary to ensure that a CREST Voting Instruction is transmitted by means of
the CREST voting service by any particular time.
DI Holders and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
Form of instruction
DI Holders are invited to attend the Meeting (either physically or online, in
each case, as a visitor) but are not entitled to vote at the Meeting. In order
to have votes cast at the Meeting on their behalf, DI Holders must complete,
sign and return the Forms of Instruction sent to them to the Company's agent,
Computershare UK, by no later than 22 November 2021 at 11.00 am (GMT).
ENDS.
For further information contact:
James Fuller, Manager Communications and Investor UK Media Relations
Relations
Base Resources Tavistock Communications
Tel: +61 (8) 9413 7426 Jos Simson and Gareth Tredway
Mobile: +61 (0) 488 093 763 Tel: +44 (0) 207 920 3150
Email: jfuller@baseresources.com.au
About Base Resources
Base Resources is an Australian based, African focused, mineral sands producer
and developer with a track record of project delivery and operational
performance. The Company operates the established Kwale Operations in Kenya
and is developing the Toliara Project in Madagascar. Base Resources is an ASX
and AIM listed company. Further details about Base Resources are available at
www.baseresources.com.au
PRINCIPAL & REGISTERED OFFICE
Level 3, 46 Colin Street
West Perth, Western Australia, 6005
Email: info@baseresources.com.au
Phone: +61 (0)8 9413 7400
Fax: +61 (0)8 9322 8912
NOMINATED ADVISOR
RFC Ambrian Limited
Stephen Allen
Phone: +61 (0)8 9480 2500
JOINT BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: +44 20 3207 7800
JOINT BROKER
Canaccord Genuity
Raj Khatri / James Asensio / Patrick Dolaghan
Phone: +44 20 7523 8000
END
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