TIDMOEX
RNS Number : 9346U
Oilex Ltd
30 October 2017
ABN 50 078 652 632
Notice of Annual General Meeting
Wednesday, 29 November 2017
at 9:00am (AWST)
at
The Celtic Club
First Floor, 48 Ord Street, West Perth
Western Australia
Important: This Notice of Meeting should be read in its
entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to
voting. Should you wish to discuss the matters in this Notice of
Meeting please do not hesitate to contact the Company Secretary on
+61 8 9485 3200.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held
at The Celtic Club, First Floor, 48 Ord Street, West Perth, Western
Australia on Wednesday, 29 November 2017 at 9:00am (AWST), to
conduct the business set out below.
Voting Eligibility
In accordance with regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Company has determined that the
shareholding of each person for the purposes of determining
entitlements to attend and vote at the Annual General Meeting will
be the entitlement of that person set out in the Company's register
as at 4:00pm (AWST) on Monday, 27 November 2017. Accordingly,
transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the Annual General
Meeting.
To vote in person, you must attend the Meeting at the time, date
and place set out above.
To vote by proxy, please complete and sign the enclosed Proxy
Form and return by the time and in accordance with the instructions
set out on the Proxy Form.
CREST - Depositary Interests
Holders of Depositary Interests (DI Holders) are invited to
attend the Meeting but are not entitled to vote at the Meeting. For
their votes to be counted, DI Holders must either:
1. submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or
2. complete, sign and return the enclosed Form of Instruction to the Depositary,
by 4pm GMT on 23 November 2017. DI Holders who are CREST members
and who wish to issue an instruction through the CREST electronic
voting appointment service may do so by using the procedures
described in the CREST Manual (available from
https://my.euroclear.com/euilegal.html). CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST
sponsor or voting services provider(s), who will be able to take
the appropriate action on their behalf.
In order for instructions made using the CREST service to be
valid, the appropriate CREST message (a CREST Voting Instruction)
must be properly authenticated in accordance with the
specifications of Euroclear UK & Ireland Limited (EUI) and must
contain the information required for such instructions, as
described in the CREST Manual.
The message, regardless of whether it relates to the voting
instruction or to an amendment to the instruction given to the UK
Depositary must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID 3RA50) no later than 4pm GMT on
23 November 2017. 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 issuer's agent is able to retrieve the CREST Voting Instruction
by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI 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 each CREST member concerned to take (or, if
the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider(s), to procure that the
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST service by any particular time.
In this regard, CREST members 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.
The Company may treat as invalid a CREST Voting Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Business of the Meeting
Financial and other reports
To receive and consider the financial report, together with the
declaration of the Directors, the Directors' Report (including the
Remuneration Report) and the auditor's report for the financial
year ended 30 June 2017.
In compliance with section 315 of the Corporations Act, these
reports are available in PDF format at the Investor Information
section of the Company's website at: www.oilex.com.au. If you wish
to receive hard copies of these reports, please send a written
request to the Company Secretary, at Oilex Ltd, Ground Floor, 44a
Kings Park Road, West Perth, Western Australia, 6005.
The Explanatory Memorandum (attached) should be read in
conjunction with this Notice of Meeting.
Agenda
Resolution 1 - Election of Mr Paul Haywood as a Director
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of Article 6.3(j) of the Constitution,
Listing Rule 14.4 and for all other purposes, Mr Paul Haywood, a
Director who was appointed on 29 May 2017, retires, and being
eligible, is elected as a Director."
Resolution 2 - 10% capacity to issue shares under Listing Rule
7.1A
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That for the purposes of Listing Rule 7.1A and for all other
purposes, Shareholders approve the Company having the additional
capacity to issue equity securities up to 10% of the issued capital
of the Company (at the time of issue) calculated in accordance with
the formula prescribed in Listing Rule 7.1A.2 over a 12 month
period from the date of the Annual General Meeting, at a price no
less than that determined pursuant to Listing Rule 7.1A.3 and
otherwise on the terms and conditions set out in the Explanatory
Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
a person (and any associates or nominees of such a person) who may
participate in the 10% Placement Facility and a person who might
obtain a benefit if this Resolution is passed, except a benefit
solely in the capacity of a holder of Shares, and any associate or
nominee of that person (or those persons).
However, the Company will not disregard a vote if:
(a) 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
(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.
Resolution 3 - Approval of 2017 Employee Incentive Plan
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.2 (Exception 9(b)) and
for all other purposes, approval is given for the Company to adopt
the employee incentive scheme titled "2017 Employee Incentive Plan"
and for the issue of securities under that scheme, on the terms and
conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
any Director, other than any Directors who are ineligible to
participate in any employee incentive scheme in relation to the
Company, and any associates of those Directors.
The Company will not disregard a vote if:
(a) 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
(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.
Voting Prohibition
In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a) the proxy is either a member of the Key Management Personnel
or a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chairperson to
exercise the proxy even though this Resolution is connected
directly or indirectly with remuneration of a member of the Key
Management Personnel.
Resolution 4 - Approval of potential termination benefits under
the 2017 Employee Incentive Plan
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That conditional on Resolution 3 being approved, for a period
commencing from the date this Resolution is passed and ending upon
the expiry of all Securities issued under the 2017 Employee
Incentive Plan, approval be given for all purposes including Part
2D.2 of the Corporations Act and Listing Rule 10.19 for the giving
of benefits to any current or future person holding a managerial or
executive office of the Company or a related body corporate in
connection with that person ceasing to hold such office, on the
terms and conditions in the Explanatory Memorandum"
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
an officer of the Company or any of its child entities who is
entitled to participate in a termination benefit and their
respective associates. However, the Company need not disregard a
vote if:
(a) 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
(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.
Voting Prohibitions
In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a) the proxy is either a member of the Key Management Personnel
or a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
In accordance with section 200E(2A) of the Corporations Act, a
vote on this Resolution must not be cast by any participants or
potential participants in the 2017 Employee Incentive Plan and
their associates, otherwise the benefit of this Resolution will be
lost by such a person in relation to that person's future
retirement. However, a vote may be cast by such a person if:
(a) the person is appointed as proxy by writing that specifies
the way the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of the person or an associate of the person.
Resolution 5 - Adoption of Remuneration Report
To consider and, if thought fit, to pass the following
resolution as a non-binding resolution:
"That, for the purposes of section 250R(2) of the Corporations
Act and for all other purposes, approval is given for the adoption
of the Remuneration Report as contained in the Company's Annual
Report for the financial year ended 30 June 2017."
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.
A vote may be cast by such person if the vote is not cast on
behalf of a person who is excluded from voting on this Resolution,
and:
(a) the person is appointed as proxy by writing that specifies
the way the proxy is to vote on the Resolution; or
(b) the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chair to exercise the
proxy even if this Resolution is connected with the remuneration of
a member of the Key Management Personnel.
Resolution 6 - Approval to issue Remuneration Shares to Mr
Bradley Lingo
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
That, pursuant to and in accordance with Listing Rule 10.11,
Shareholders approve the issue of Shares in lieu of up to $64,800
of Director's fees to Mr Bradley Lingo (or his nominees) on the
terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Bradley Lingo or his nominees or their associates. However, the
Company need not disregard a vote if:
(a) 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
(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.
Resolution 7 - Approval to issue Remuneration Shares to Mr Paul
Haywood
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
That, pursuant to and in accordance with Listing Rule 10.11,
Shareholders approve the issue of Shares in lieu of up to GBP6,000
of Director's fees to Mr Paul Haywood (or his nominees) on the
terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Paul Haywood or his nominees or their associates. However, the
Company need not disregard a vote if:
(a) 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
(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.
By order of the Board
Mark Bolton
Company Secretary
24 October 2017
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Annual General Meeting.
This Explanatory Memorandum should be read in conjunction with
the accompanying Notice of Meeting.
Business of the Meeting
Financial and other reports
Section 317 of the Corporations Act requires the Directors of
the Company to put before the Annual General Meeting the financial
report, Directors' Report (including the Remuneration Report),
declaration of the Directors and the auditor's report for the
financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions or make statements in relation to those reports but no
formal resolution to adopt the reports will be put to Shareholders
at the Annual General Meeting (save for Resolution 5 in respect of
the adoption of the Remuneration Report).
Shareholders will also be given a reasonable opportunity to ask
the Company 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 Annual General Meeting, written questions
to the Chair about the management of the Company, or the Company's
auditor about:
-- the preparation and content of the auditor's report;
-- the conduct of the audit;
-- accounting policies adopted by the Company in relation to the
preparation of the financial statements; and
-- the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Annual
General Meeting to the Company's registered office.
A copy of the Company's 2017 Annual Report is available in the
Investor Information section of the Company's website at:
www.oilex.com.au.
Resolutions
Resolution 1 - Election of Mr Paul Haywood as a Director -
Ordinary Resolution
Article 6.2(b) of the Constitution allows the Directors to
appoint at any time a person to be a Director as an addition to the
existing Directors, but only where the total number of Directors
does not at any time exceed the maximum number specified by the
Constitution. Article 6.3(j) of the Constitution states that any
Director so appointed holds office only until the next following
Annual General Meeting and is then eligible for re-election (unless
such Director retired and was re-elected at a General Meeting
preceding the Annual General Meeting).
Listing Rule 14.4 similarly provides that a Director appointed
as an addition to the Board must not hold office (without
re-election) past the next annual general meeting of the
entity.
Mr Haywood has provided the following information in relation to
his qualifications and experience:
Full name: Paul Haywood
Mr Haywood has a wealth of experience in capital markets,
investment advisory, corporate affairs and the operational
management of early stage and growth companies including six years
in the Middle East. More recently, Mr Haywood has held senior
management positions with UK and Australian public companies in the
natural resource and energy sectors, with International experience
in the UK, Middle East and Eurasia.
Mr Haywood joined the Oilex Board as Non-Executive Director in
May 2017.
Board recommendation
The Board (excluding Mr Haywood) recommends that Shareholders
vote in favour of Resolution 1.
Resolution 1 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in
favour of Resolution 1.
Resolution 2 - 10% capacity to issue shares under Listing Rule
7.1A - Special Resolution
General
Listing Rule 7.1A provides that an Eligible Entity may seek
Shareholder approval at its Annual General Meeting to allow it to
issue equity securities up to 10% of its issued capital (10%
Placement Capacity). The Company is an Eligible Entity as defined
below.
If Shareholders approve Resolution 2, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Capacity will be determined in accordance with the formula
prescribed in Listing Rule 7.1A.2 (as set out below).
The effect of Resolution 2 will be to allow the Company to issue
Equity Securities up to 10% of the Company's fully paid ordinary
securities on issue under the 10% Placement Capacity during the
period up to 12 months after the Meeting, without subsequent
Shareholder approval and without using the Company's 15% annual
placement capacity granted under Listing Rule 7.1.
Resolution 2 is a special resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 2 for it to be passed.
Listing Rule 7.1A
Listing Rule 7.1A enables an Eligible Entity to seek shareholder
approval at its Annual General Meeting to issue equity securities
in addition to those under the Eligible Entity's 15% annual
placement capacity.
An "Eligible Entity" is one that, as at the date of the relevant
Annual General Meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index and has a current market capitalisation of
$6.8 million.
Any Equity Securities issued under Listing Rule 7.1A must be in
the same class as an existing class of quoted Equity Securities.
The Company currently has 1 class of quoted Equity Securities on
issue, being the Shares (ASX Code: OEX).
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement:
(a) plus the number of Shares issued in the previous 12 months
under an exception in Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid
in the previous 12 months;
(c) plus the number of Shares issued in the previous 12 months
with approval of holders of Shares under Listing Rules 7.1 and 7.4.
This does not include an issue of fully paid ordinary shares under
the entity's 15% placement capacity without Shareholder approval;
and
(d) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be
issued under Listing Rule 7.1A.2 in the 12 months before the date
of issue or agreement to issue that are not issued with the
approval of holders of ordinary securities under Listing Rule 7.1
or 7.4.
Technical information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the
information below is provided in relation to this Resolution 2:
Minimum price of securities issued under Listing Rule 7.1A -
Listing Rule 7.3A.1
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX trading days on which trades
in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX
trading days of the date in section (i) above, the date on which
the Equity Securities are issued.
Risk of economic and voting dilution - Listing Rule 7.3A.2
Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any
Shares under the issue.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue,
which may have an effect on the amount of funds raised by the
issue or the value of the Equity Securities.
If Resolution 2 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Capacity, the potential economic and voting dilution
of existing Shares is shown in the following table.
The table following shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in Listing Rule
7.1A.2, on the basis of the current market price of Shares and the
current number of Shares on issue as at the date of this
Notice.
The table also shows the voting dilution impact where the number
of Shares on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 10% Placement Capacity.
Number of Shares on
Issue (Variable 'A' Dilution
in Listing Rule
7.1A.2)*
Issue Price (per Share) $0.002 $0.004 $0.006
50% decrease in Issue Price Issue Price 50% increase in Issue Price
------------------------------------ ----------------------------- ------------- -----------------------------
1,698,112,165 Shares issued - 10% voting dilution 169,811,217 169,811,217 169,811,217
(Current Variable A)
------------------------------------ ----------------------------- ------------- -----------------------------
Funds raised $339,622 $679,245 $1,018,867
------------------------------------ ----------------------------- ------------- -----------------------------
2,547,168,247 (50%
increase in Variable
A) Shares issued - 10% voting dilution 254,716,825 254,716,825 254,716,825
------------------------------------ ----------------------------- ------------- -----------------------------
Funds raised $509,434 $1,018,867 $1,528,301
------------------------------------ ----------------------------- ------------- -----------------------------
3,396,224,330 (100%
increase in Variable
A) Shares issued - 10% voting dilution 339,622,433 339,622,433 339,622,433
------------------------------------ ----------------------------- ------------- -----------------------------
Funds raised $679,245 $1,358,490 $2,037,735
------------------------------------ ----------------------------- ------------- -----------------------------
*The number of shares on issue (variable A in the formula) could
increase as a result of the issue of shares that do not require
Shareholder approval (such as under a pro-rata rights issue or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1 or 7.4.
The table above uses the following assumptions:
1. There are currently 1,689,112,165 Shares on issue at the date
of this Notice and no further Shares are issued or convertible
securities are exercised or converted into Shares before the date
of the issues of Equity Securities.
2. The issue price set out above is the closing price of the
Shares on the ASX on 24 October 2017 of $0.004.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12
months prior to the Meeting.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of Shares. If the issue of equity securities
includes options, it is assumed that these options are exercised
into Shares for the purposes of calculating voting dilution effect
on existing Shareholders.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under Listing Rule 7.1 or 7.4.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
Final date for issue - Listing Rule 7.3A.3
The Equity Securities may be issued under the 10% Placement
Capacity commencing on the date of the Meeting and expiring on the
first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction
under Listing Rules 11.1.2 (a significant change to the nature or
scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking) (after which date, an approval under
Listing Rule 7.1A ceases to be valid).
The Company will only issue Equity Securities under the 10%
Placement Capacity during this time.
Purpose of Issue under 10% Placement Capacity - Listing Rule
7.3A.4
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) cash consideration, in which case the Company intends to use
funds raised for activities associated with the Cambay Production
Sharing Contract in India, the acquisition of new resources assets
and investments and general working capital; or
(ii) non-cash consideration, for any acquisition of new
resources assets and investments including previously announced
acquisitions. In such circumstances the Company will provide a
valuation of the non-cash consideration as required by listing Rule
7.1A.3.
The Company will comply with the disclosure obligations under
Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity
Securities pursuant to Listing Rule 7.1A.
Allocation policy under the 10% Placement Capacity - Listing
Rule 7.3A.5
The Company's allocation policy for the issue of Equity
Securities under the 10% Placement Capacity will be dependent on
the prevailing market conditions at the time of the proposed
placement(s).
The recipients of any Equity Securities which may be issued
under the 10% Placement Capacity have not yet been determined.
However, the recipients of Equity Securities could consist of
current Shareholders or new investors (or both), none of whom will
be related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 10% Placement Capacity, having regard to the
following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new
resources, assets or investments, it is likely that the recipients
under the 10% Placement Capacity will be vendors of the new
resources, assets or investments.
Previous Approval under Listing Rule 7.1A - Listing Rule
7.3A.6
The Company has previously obtained Shareholder approval under
Listing Rule 7.1A at its Annual General Meeting held on 23 November
2016. In the 12 months preceding the date of the 2017 Annual
General Meeting and as at the date of this Notice, the Company has
issued 517,685,166 Shares and this represents 43.86% of the total
number of Shares on issue at the commencement of that 12 month
period.
Details of each issue of Equity Securities by the Company during
the 12 months preceding the date of the 2017 Annual General Meeting
are set out in the table following.
Notes to the table:
1. Market Price means the closing price on ASX (excluding
special crossings, overnight sales and exchange traded option
exercises). For the purposes of this table the discount is
calculated on the Market Price on the last trading day on which a
sale was recorded prior to the date of issue of the relevant Equity
Securities.
2. Fully paid ordinary shares in the capital of the Company, ASX
Code: OEX (terms are set out in the Company's Constitution).
3. These retention rights were convertible into Shares on a 1
for 1 basis for nil consideration upon the holder's employment with
the Company being extended beyond 18 March 2017.
4. These 2,000,000 Shares were issued to Mr Salomon on
conversion of the 2,000,000 retention rights issued to Mr Salomon
as approved by Shareholders at the Annual General Meeting on 23
November 2016 and upon Mr Salomon's employment with the Company
being extended beyond 18 March 2017.
5. These 190,535,385 Options were issued to sophisticated and
professional investors in the European Union on 22 May 2017 and are
exercisable at 0.35 pence (A$0.0062) at any time on or before 22
November 2017.
6. These 88,888,888 Options were issued to the Company's AIM
broker on 22 May 2017 and are exercisable at 0.225 pence (A$0.004)
at any time on or before 22 May 2020.
7. The current value is based on the closing price of the Shares
$0.004 on 24 October 2017.
8. The current value of the Options is measured using the Black
& Scholes option pricing model. Measurement inputs include the
Share price on the measurement date, the exercise price, the term
of the Option, the impact of dilution, the expected volatility of
the underlying Share (based on weighted average historic volatility
adjusted for changes expected due to publicly available
information), the expected dividend yield and the risk free
interest rate for the term of the Option.
Voting Exclusion
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on Resolution 3.
Date of Number Type Recipient Issue Price and Consideration, use of
Issue of Securities of of Security details of any funds
Security discount to Market and current value as at
Price(1) (if applicable) the
date of this Notice
24 November 12,987,013 Shares(2) Jonathan Nil issue price Consideration: nil
2016 Salomon, (nil cash consideration) consideration
as approved (remuneration of Managing
at the Annual Director)
General Use of funds: not
Meeting applicable
on 23 November (no funds raised)
2016 Current value: $51,948(7)
--------------- ----------- ------------------ -------------------------- --------------------------
19 December 2,000,000 Retention Jonathan Nil issue price Consideration: nil
2016 rights(3) Salomon, (nil cash consideration) consideration
as approved (part of remuneration
at the Annual package
General and incentive linked to
Meeting performance
on 23 November of the Company)
2016 Use of funds: not
applicable
(no funds raised)
Current value: $8,000
(these
were converted as per
Note
3 of the 'Notes to the
table'
above)
--------------- ----------- ------------------ -------------------------- --------------------------
17 March 2,000,000 Shares(2) Jonathan Nil issue price Consideration: nil
2017 Salomon(4) (nil cash consideration) consideration
(issued upon conversion
of
2,000,000 retention
rights)
Use of funds: not
applicable
(no funds raised)
Current value: $8,000(7)
--------------- ----------- ------------------ -------------------------- --------------------------
24 March 271,230,456 Shares(2) Sophisticated An average issue Consideration: Cash
2017 and professional price of $0.0036 ($976,430).
investors per Share, representing Funds spent to date:
in the European a discount of $976,430
Union 28.0% to the closing has been spent.
market price on Use of funds: The funds
the date of issue were
(162,738,273 Shares used for the analysis of
at an issue price the
of $0.00313 (issued Cambay-23z core sample,
under Listing surface
Rule 7.1) and studies and associated
108,492,183 Shares Cambay
at an issue price field operations in India
of $0.0043 (issued as
under Listing well as working capital.
Rule 7.1A)) Current value:
$1,084,922(7)
--------------- ----------- ------------------ -------------------------- --------------------------
31 March 27,123,046 Shares(2) Sophisticated An average issue Consideration: Cash
2017 and professional price of $0.0036 ($97,642).
investors per Share, representing Funds spent to date:
in the European a discount of $97,642
Union 33.3% to the closing has been spent.
market price on Use of funds: The funds
the date of issue were
(16,273,828 Shares used for the analysis of
at an issue price the
of $0.00313 (issued Cambay-23z core sample,
under Listing surface
Rule 7.1) and studies and associated
10,849,218 Shares Cambay
at an issue price field operations in India
of $0.0043 (issued as
under Listing well as working capital.
Rule 7.1A)) Current value:
$108,492(7)
--------------- ----------- ------------------ -------------------------- --------------------------
10 May 190,535,385 Shares(2) Sophisticated At an issue price Consideration: Cash
2017 and professional of $0.004 ($762,142).
investors Funds spent to date:
in the European $732,171
Union has been spent.
Use of funds: The funds
have
been used for the
analysis
of the Cambay-23z core
sample,
surface studies and
associated
Cambay field operations
in
India as well as working
capital.
Proposed use of remaining
funds:
As above
Current value:
$762,142(7)
--------------- ----------- ------------------ -------------------------- --------------------------
22 May 190,535,385 Options(5) Sophisticated Nil issue price Consideration: nil
2017 and professional (nil cash consideration) consideration
investors (free attaching Options
in the European attached
Union to Shares issued 10 May
2017)
Use of funds: not
applicable
(no funds raised)
Current value:
$275,248(8)
(The current value has
only
been calculated for the
purpose
of inclusion in this
table.
These options were
attached
to the shares issued 10
May
2017, and therefore did
not
require a valuation)
--------------- ----------- ------------------ -------------------------- --------------------------
22 May 88,888,888 Options(6) AIM broker Nil issue price Consideration: nil
2017 (nil cash consideration) consideration
(remuneration of AIM
broker)
Use of funds: not
applicable
(no funds raised)
Current value:
$347,774(8)
(11,722,222 Options were
converted
into Shares on 4
September
2017)
--------------- ----------- ------------------ -------------------------- --------------------------
4 September 2,087,044 Shares(2) Third party Nil issue price Consideration: nil
2017 suppliers (nil cash consideration) consideration
of consulting (issued in consideration
services of
services provided in lieu
of
$8,348 cash)
Use of funds: not
applicable
(no funds raised)
Current value: $8,348
--------------- ----------- ------------------ -------------------------- --------------------------
4 September 11,722,222 Shares(2) AIM broker At an issue price Consideration: Cash
2017 exercised of 0.225 pence ($43,146).
options or $0.0037 per Funds spent to date: Nil
Share, representing Proposed use of remaining
a discount of funds:
8.0% to the closing working capital
market price on Current value: $46,889
the date of issue
--------------- ----------- ------------------ -------------------------- --------------------------
Resolution 3 - Approval of Employee Incentive Plan - Ordinary
Resolution
General
The Board recognises the need to adequately incentivise and
remunerate staff but is keen to ensure that the Company's cash
reserves are invested in development, distribution and marketing
efforts to the extent possible. As such, predominantly equity based
incentives continue to provide the best and most viable means for
the Company to recognise and reward performance.
The key foundations of an entities incentive program are
designed to:
(a) align employee incentives with Shareholders' interests;
(b) encourage broad-based share ownership by employees; and
(c) assist employee attraction and retention.
Listing Rule 7.2
Listing Rule 7.1 prohibits an entity from issuing or agreeing to
issue equity securities in any 12 month period which amount to more
than 15% of its ordinary securities without the approval of holders
of its ordinary securities. However, Listing Rule 7.2 Exception
9(b) provides that Listing Rule 7.1 does not apply in relation to,
among other things, an issue under an employee incentive scheme if
within 3 years before the date of the issue the holders of the
entity's ordinary securities approve the issue of securities under
the scheme as an exception to Listing Rule 7.1.
The Listing Rules define "employee incentive scheme" as:
(a) a scheme for the issue or acquisition of equity securities
in an entity to be held by, or for the benefit of, participating
employees or non-executive directors of the entity or a related
entity; or
(b) a scheme which, in ASX's opinion, is an employee incentive scheme.
The 2017 Employee Incentive Plan is an employee incentive scheme
for the purposes of the Listing Rules.
If Resolution 3 is passed, securities issued under the 2017
Employee Incentive Plan during the next 3 years will be excluded in
determining the 15% limit under Listing Rule 7.1. This would assist
the Company should it require additional fundraising
flexibility.
In the absence of Shareholder approval under Listing Rule 7.2,
Exception 9(b), grants under the 2017 Employee Incentive Plan can
still occur but will be counted as part of the Company's 15% Share
issue capacity which would otherwise apply during a 12 month
period.
Information required by Listing Rule 7.2
The following information is provided for the purposes of
Listing Rule 7.2 Exception 9(b):
(a) a summary of the terms of the 2017 Employee Incentive Plan
is outlined in Schedule 1 and the Company Secretary will provide
Shareholders with a copy of the 2017 Employee Incentive Plan free
of charge on request;
(b) no securities have been issued under the 2017 Employee Incentive Plan; and
(c) a voting exclusion statement is included in the Notice.
Board recommendation
The Board recommends that Shareholders vote in favour of
Resolution 3.
Resolution 3 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of
Resolution 3.
Resolution 4 - Approval of potential termination benefits under
the 2017 Employee Incentive Plan - Ordinary Resolution
General
Subject to Shareholder approval of Resolution 3, Shareholder
approval is also sought for all purposes including Part 2D.2 of the
Corporations Act and Listing Rule 10.19 to approve the giving of
benefits under the 2017 Employee Incentive Plan to a person by the
Company in connection with that person ceasing to be an officer of,
or ceasing to hold a managerial or executive office in, the Company
(or subsidiary of the Company) on the terms and conditions in this
Explanatory Memorandum.
If Resolution 3 is not approved at the Meeting, Resolution 4
will not be put to the Meeting.
Under the terms of the 2017 Employee Incentive Plan, where a
participant ceases employment or office before the vesting of their
options or performance rights (together, Incentives), the Board
possesses the discretion to determine, that some or all of their
Incentives will not lapse. The Board's current intention is to only
exercise this discretion where the person leaves employment or
office without fault on their part.
The exercise of this discretion by the Board may constitute a
"benefit" for the purposes of section 200B of the Corporations Act
and Listing Rule 10.19. The Company is therefore seeking
Shareholder approval for the exercise of the Board's discretion in
respect of any current or future participant in the 2017 Employee
Incentive Plan who holds:
(a) a managerial or executive office in, or is an officer of,
the Company (or subsidiary of the Company) at the time of their
leaving or at any time in the three years prior to their leaving;
and
(b) Incentives under the 2017 Employee Incentive Plan at the time of their leaving.
Value of the termination benefits
The value of the termination benefits that the Board may give
under the 2017 Employee Incentive Plan cannot be determined in
advance. This is because various matters will or are likely to
affect that value. In particular, the value of a particular benefit
will depend on factors such as the Company's Share price at the
time of vesting and the number of Incentives that will vest. The
following additional factors may also affect the benefit's
value:
(a) the Participant's length of service and the status of the
vesting conditions attaching to the relevant Incentives at the time
the Participant's employment or office ceases; and
(b) the number of unvested Incentives that the Participant holds
at the time they cease employment or office.
Corporations Act
Part 2D.2 of the Corporations Act restricts the benefits that
can be given to persons who hold a "managerial or executive office"
(as defined in the Corporations Act) on leaving their employment
with the Company or any of its related bodies corporate, unless an
exception applies.
Under section 200B of the Corporations Act, a company may only
give a person a benefit in connection with them ceasing to hold a
managerial or executive office if the benefit is approved by
shareholders or an exemption applies. Provided Shareholder approval
is given, the value of the termination benefits may be disregarded
when applying section 200F(2)(b) or section 200G(1)(c) of the
Corporations Act (i.e. the approved benefit will not count towards
the statutory cap under the legislation).
Listing Rules
Listing Rule 10.19 provides that, without the approval of
ordinary shareholders, an entity must ensure that no officer of the
entity or any of its child entities will be, or may be, entitled to
termination benefits if the value of those benefits and the
termination benefits that are or may become payable to all officers
together exceed 5% of the equity interests of the entity as set out
in the latest accounts given to ASX under the Listing Rules.
The Company's equity interests as set out in its latest accounts
given to ASX (being the accounts for the year ended 30 June 2017
was $7,273,611, 5% of which is $363,681. Although the Board
considers it unlikely that the value of the termination benefits
may exceed this 5% threshold, due to the uncertainty regarding the
value of the benefits at the time such benefits may crystallise, it
is prudent to obtain Shareholder approval for the purposes of
Listing Rule 10.19. Accordingly, Shareholder approval is being
sought in case the value of the termination benefits exceeds this
5% threshold.
Board recommendation
The Board unanimously recommends that Shareholders vote in
favour of Resolution 4.
Resolution 4 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of
Resolution 4.
Resolution 5 - Adoption of Remuneration Report - Ordinary
Resolution
Section 250R of the Corporations Act requires that a resolution
to adopt the Remuneration Report must be put to the vote at the
Annual General Meeting. The vote on this Resolution is advisory
only and does not bind the Directors or the Company.
The Remuneration Report is set out in pages 23 to 35 of the
Company's 2017 Annual Report, which is available on the Investor
Information section of the Company's website at
www.oilex.com.au.
In accordance with section 250SA of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions concerning, or make comments on, the Remuneration Report
at the Annual General Meeting.
The Directors will consider the outcome of the vote and comments
made by shareholders on the Remuneration Report at the Meeting when
reviewing the Company's remuneration policies.
Part 2G.2, Division 9 of the Corporations Act provides
Shareholders with the opportunity to remove the whole Board except
the Managing Director if the Remuneration Report receives a 'no'
vote of 25% or more (Strike) at two consecutive annual general
meetings.
Where a resolution on the Remuneration Report receives a Strike
at two consecutive annual general meetings, the Company will be
required to put to Shareholders at the second annual general
meeting a resolution (spill resolution) on whether another meeting
should be held (within 90 days) at which all Directors (other than
the managing director) who were in office at the date of approval
of the applicable Directors' Report must stand for re-election.
The Company's 2016 Remuneration Report did not receive a Strike
at the 2016 Annual General Meeting.
Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the following:
-- If you appoint a member of the Key Management Personnel
(other than the Chair) whose remuneration details are included in
the Remuneration Report, or a Closely Related Party of such a
member as your proxy: you must direct your proxy how to vote on
this Resolution. Undirected proxies granted to these persons will
not be voted and will not be counted in calculating the required
majority if a poll is called on this Resolution.
-- If you appoint the Chair as your proxy (where the Chair is
also a member of the Key Management Personnel whose remuneration
details are included in the Remuneration Report, or a Closely
Related Party of such a member): you do not need to direct your
proxy how to vote on this Resolution. However, if you do not direct
the Chair how to vote, you must mark the acknowledgement on the
Proxy Form to expressly authorise the Chair to exercise his or her
discretion in exercising your proxy even though this Resolution is
connected directly or indirectly with the remuneration of Key
Management Personnel.
-- If you appoint any other person as your proxy: you do not
need to direct your proxy how to vote on this Resolution, and you
do not need to mark any further acknowledgement on the Proxy
Form.
The Board unanimously recommends that members vote in favour of
Resolution 5.
Resolution 5 is an ordinary resolution.
Resolutions 6 and 7 - Approval to issue Remuneration Shares to
Directors
Background
With a view to conserving the Company's cash reserves, each of
the Company's non-executive Directors (excluding Max Cozijn, who
will retire at the conclusion of the Meeting), being Bradley Lingo
(Non-Executive Chairman) and Paul Haywood (together, Non-Executive
Directors) has agreed to have all or part of their Director's fees
for the period of 1 November 2017 through to 31 October 2018 paid
through the issue of Shares in lieu of cash payments (Remuneration
Shares) as follows:
Non-Executive Annual Director % to be issued Total Director
Director Fees (excluding as Remuneration Fees to be
superannuation) Shares issued as
Remuneration
Shares
Bradley Lingo $64,800 100% $64,800
----------------- ----------------- ---------------
Paul Haywood GBP30,000 20% GBP6,000
----------------- ----------------- ---------------
The Remuneration Shares are to be issued on a quarterly basis in
respect of the Director's fees payable for the preceding quarter.
The deemed issue price for any such Remuneration Shares will be the
10-Day VWAP up to but excluding the date of issue of the relevant
Remuneration Shares.
As the number of Remuneration Shares is based on the 10-Day
VWAP, the maximum number of Remuneration Shares which may be issued
is not certain. Accordingly, the following table is provided for
illustrative purposes only, based on the the closing Share price on
at 24 October 2017 ($0.004) and a 50% premium ($0.0045) and 50%
discount ($0.0015) to that price:
Deemed issue Maximum number of Remuneration Total Dilution
price Shares to Shareholders(2)
Bradley Lingo Paul Haywood(1)
--------------- ----------------
Closing
price: $0.004 16,200,000 2,541,000 18,741,000 1.092%
--------------- ---------------- ----------- --------------------
50% premium:
$0.0060 10,800,000 1,694,000 12,494,000 0.730%
--------------- ---------------- ----------- --------------------
50% discount:
$0.0020 32,400,000 5,082,000 37,482,000 2.160%
--------------- ---------------- ----------- --------------------
Notes:
1. Based on an exchange rate of 1 GBP: 1.6940 AUD.
2. Assuming no other Shares are issued
Chapter 2E of the Corporations Act
For a public company to give a financial benefit to a related
party of the public company, the public company must:
(a) obtain the approval of the public company's members in the
manner set out in sections 217 to 227 of the Corporations Act;
and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an
exception set out in sections 210 to 216 of the Corporations
Act.
The issue of the Remuneration Shares constitutes giving a
financial benefit as the Non-Executive Directors are related
parties of the Company by virtue of being Directors.
The Board has considered the application of Chapter 2E of the
Corporations Act and has resolved that the reasonable remuneration
exception provided by Section 211 of the Corporations Act is
relevant in the circumstances and accordingly, the Company will not
seek approval for the issue of the Remuneration Shares pursuant to
Section 208 of the Corporations Act.
Listing Rule 10.11
Listing Rule 10.11 provides that an entity must not issue or
agree to issue Equity Securities to a related party without the
prior approval of Shareholders.
Resolutions 6 and 7 therefore seek Shareholder approval,
pursuant to Listing Rule 10.11, for the issue of the Remuneration
Shares to the Non-Executive Directors.
Approval under Listing Rule 7.1 is not required as Shareholder
approval is sought under Listing Rule 10.11.
Specific information required by Listing Rule 10.13
Pursuant to and in accordance with Listing Rule 10.13 and the
waivers granted by ASX in respect of Listing Rules 10.13.3 and
10.13.5, the following information is provided in relation to the
approval of the issue of the Remuneration Shares:
(a) The Remuneration Shares are proposed to be issued to Bradley
Lingo and Paul Haywood or their respective nominees.
(b) As the number of Remuneration Shares which may be issued is
based on the 10-Day VWAP, the maximum number of Remuneration Shares
which may be issued is not known. The maximum value of the
Remuneration Shares to be issued to each of the Non-Executive
Directors, based on the 10-Day VWAP, is as follows:
(i) Bradley Lingo: $64,800; and
(ii) Paul Haywood: GBP6,000.
The formula used to calculate the number of Remuneration Shares
to be issued to each Non-Executive Director will be calculated each
quarter using the following formula:
A = B/C
Where:
A = the number of Remuneration Shares to be issue to the
relevant Non-Executive Director that quarter;
B = the quarterly Director's fees for the relevant Director;
and
C = the relevant 10-Day VWAP.
(c) The Remuneration Shares will be issued within 12 months
after the date of this Meeting. The Company has received a waiver
from ASX in respect of Listing Rule 10.13.3 accordingly.
(d) The deemed issue price per Remuneration Share will be equal
to the 10-Day VWAP for the relevant quarter. The Company has
received a waiver from ASX in respect of Listing Rule 10.13.5
accordingly.
(e) The Remuneration Shares will be fully paid ordinary shares
in the capital of the Company and rank equally in all respects with
the Company's existing Shares on issue.
(f) The Remuneration Shares will be issued for nil cash
consideration and therefore no funds will be raised from their
issue.
(g) Voting exclusion statements are included in the Notice.
(h) The Explanatory Memorandum includes a worked example of the
dilution that may occur to existing Shareholders as a result of the
issue of the Remuneration Shares at three different prices.
(i) The Company's annual report for any period during which the
Remuneration Shares are issued to Bradley Lingo or Paul Haywood or
their respective nominees will disclose details of the number of
Remuneration Shares so issued, including the percentage of the
Company's issued capital represented by those Remuneration
Shares.
Board recommendation
Jonathan Salomon, being the only continuing Director without an
interest in Resolution 6 and 7, recommends that Shareholders vote
in favour of Resolutions 6 and 7.
Resolutions 6 and 7 are ordinary resolutions.
The Chairperson intends to exercise all available proxies in
favour of Resolutions 6 and 7.
Glossary
Words which are defined in the Explanatory Memorandum have the
same meaning when used in this Notice of Meeting unless the context
requires otherwise. For assistance in considering the Notice of
Meeting and Explanatory Memorandum, the following words are defined
here:
10% Placement Capacity has the meaning given in the Explanatory
Memorandum for Resolution 3.
10-Day VWAP means the VWAP for Shares calculated over the 10
days on which trades of Shares are recorded on ASX before the
relevant date.
AIM means the Alternative Investment Market of the London Stock
Exchange Plc.
Annual General Meeting or Meeting means the annual general
meeting of the Company convened under the Notice of Meeting.
ASX means ASX Limited ACN 008 624 691 and where the context
requires, the financial market operated by ASX Limited trading as
the Australian Securities Exchange.
AWST means Australian Western Standard Time, being the time in
Perth, Western Australia.
Board means the board of Directors of the Company.
Chair means the person appointed to chair the Meeting of the
Company convened by the Notice.
Closely Related Party of a member of the Key Management
Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member,
in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001
(Cth) for the purposes of the definition of 'closely related party'
in the Corporations Act.
Company means Oilex Ltd ABN 50 078 652 632.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
CREST Manual means the manual relating to CREST issued by
Euroclear UK & Ireland Limited.
CREST means the computerised settlement system (as defined in
the Uncertificated Securities Regulations 2001) in the United
Kingdom operated by Euroclear UK & Ireland Limited which
facilitates the transfer of title to shares in uncertificated
form.
CREST Voting Instruction means a message which is sent using
CREST.
Depositary Interest means an interest representing a Share, as
issued by the UK Depositary and which enables the holder to hold
and settle transfers of Shares in CREST.
Director means a director of the Company from time to time.
Explanatory Memorandum means the explanatory memorandum
accompanying this Notice of Meeting.
GMT means Greenwich Mean Time.
Incentives means performance rights or options.
Key Management Personnel has the same meaning as in the
accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director
(whether executive or otherwise) of the Company, or if the Company
is part of a consolidated entity, of an entity within the
consolidated group.
Listing Rules means the listing rules of ASX.
Managing Director means the managing director of the Company who
may, in accordance with the Listing Rules, continue to hold office
indefinitely without being re-elected to the office.
Notice of Meeting or Notice means this notice of annual general
meeting.
Options means an unlisted option to acquire a Share.
Ordinary Resolution means a resolution passed by more than 50%
of the votes cast by members entitled to vote on the
resolution.
Proxy Form means the proxy form accompanying the Notice of
Meeting.
Remuneration Report means the remuneration report set out in the
Director's Report section of the Company's annual report for the
year ended 30 June 2017.
Resolution means a resolution set out in the Notice of
Meeting.
Security means a Share and/or Option.
Security Holder means the holder of Securities.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a holder of a Share.
Special Resolution means a resolution passed by more than 75% of
the votes cast by members entitled to vote on the resolution.
UK Depositary means Computershare Investor Services Plc.
VWAP means volume weighted average price.
Voting by Proxy
1. A Proxy Form is enclosed with this Notice of Meeting.
2. Each member who is entitled to attend and cast a vote at the
Annual General Meeting may appoint a proxy. A proxy need not be a
member.
3. A member who is entitled to cast 2 or more votes at the
Annual General Meeting may appoint either 1 or 2 proxies. If you
wish to appoint 2 proxies you must use a separate proxy form for
each proxy and indicate the percentage of your voting rights or the
number of shares that each proxy is appointed in respect of on the
proxy forms. If you wish to appoint more than 1 proxy you should
photocopy the enclosed proxy form or request an additional proxy
form to be sent to you. Where a member appoints 2 proxies and does
not specify the proportion or number of the member's votes, each
proxy may exercise half of the member's rights.
4. An instrument appointing a proxy may not be treated as valid
unless the instrument, and the power of attorney or other authority
(if any) under which the instrument is signed or proof of the power
or authority to the satisfaction of the Directors, is or are:
-- deposited at the Company's share registry, Link Market
Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales,
2138, Australia;
-- sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;
-- sent by mail to the Company's share registry at the following
address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag
A14, Sydney South, New South Wales, 1235, Australia: or
-- lodged online with the Company's share registry by visiting
www.linkmarketservices.com.au. Select 'Investor Login'. Refer to
"Single Holding" and enter Oilex Ltd or the ASX code (OEX) in the
Issuer name field, your Security Reference Number (SRN) or Holder
Identification Number (HIN) (which is shown on the front of your
proxy form), postcode and security code which is shown on the
screen and click 'Login'. Select 'Vote' under the 'Action' header
and then follow the prompts. You will be taken to have signed your
Proxy Form if you lodge it in accordance with the instructions
given on the website,
by 9:00am (AWST) on 27 November 2017 (or, in the case of any
adjournment of the Annual General Meeting, by no later than 48
hours before the time of the adjourned meeting), at which the
person named in the instrument proposes to vote.
5. An instrument appointing a proxy must be in writing under the
hand of the appointer or of the appointer's attorney duly
authorised in writing or, if the appointer is a body corporate,
either under its common seal if it has a common seal, or under the
hand of an officer or duly authorised attorney or duly authorised
representative.
6. A body corporate which is a Shareholder, or which has been
appointed as a proxy, may appoint an individual to act as its
representative at the Annual General Meeting. The appointment must
comply with section 250D of the Corporations Act. The
representative should bring evidence of their appointment to the
Annual General Meeting, including authority under which their
appointment is signed, unless previously given to the Company.
7. Shareholders and their proxies should be aware 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.
8. Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an
appointment of a proxy may specify the way the proxy is to vote on
a particular resolution and, if it does:
-- the proxy need not vote on a show of hands, but if the proxy
does so, the proxy must vote that way (i.e. as directed); and
-- if the proxy has 2 or more appointments that specify
different ways to vote on the resolution, the proxy must not vote
on a show of hands; and
-- if the proxy is the Chair of the meeting at which the
resolution is voted on, the proxy must vote on a poll, and must
vote that way (i.e. as directed); and
-- if the proxy is not the chair, the proxy need not vote on the
poll, but if the proxy does so, the proxy must vote that way (i.e.
as directed).
If a proxy is also a Shareholder, section 250BB(1) does not
affect the way that the person can cast any votes that hold as a
Shareholder.
9. Transfer of non-chair proxy to Chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
-- an appointment of a proxy specifies the way the proxy is to
vote on a particular resolution at a meeting of the Company's
members; and
-- the appointed proxy is not the chair of the meeting; and
-- at the meeting, a poll is duly demanded on the resolution; and
-- either of the following applies:
- the proxy is not recorded as attending the meeting; or
- the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the
resolution closes, to have been appointed as the proxy for the
purposes of voting on the resolution at the meeting.
Annexure A - Summary of the 2017 Employee Incentive Plan
The key features of the 2017 Employee Incentive Plan and the
proposed terms of the incentives which may be granted are
summarised below.
The 2017 Employee Incentive Plan provides the Board with
flexibility to grant incentives as either options or performance
rights (together, Incentives).
Eligible participants: The following will be eligible to
be granted Incentives under the 2017
Employee Incentive Plan:
(a) full and part time employees
of the Company (wherever they reside),
including any director of the Company;
(b) any contractor (whether an individual
or a company) who is eligible in
accordance with the terms of the
2017 Employee Incentive Plan; and
(c) any other person has been declared
by the Board to be an eligible participant
for the purposes of the 2017 Employee
Incentive Plan.
Eligible participants may renounce
any offer of Incentives under the
2017 Employee Incentive Plan to specified
nominees if such renunciation is
approved by the Board.
Whilst Directors may be eligible
to participate in the Employee Incentive
Plan, additional Shareholder approval
will be required prior the grant
of any incentive to a Director.
Entitlement Subject to the terms of the 2017
for performance Employee Incentive Plan, vesting
rights: and the satisfaction of any performance
conditions, each performance right
entitles the holder to receive one
Share.
Exercise price There is no consideration payable
for performance upon the grant or exercise of a performance
rights: right.
Entitlement Subject to the terms of the 2017
for options: Employee Incentive Plan, vesting
and the satisfaction of any performance
conditions, each option entitles
the holder to acquire (whether by
purchase or subscription) and be
allotted one Share on the exercise
of the option.
Vesting conditions: The Board, at the time of the grant
of an Incentive under the 2017 Employee
Incentive Plan, will determine what
(if any) vesting conditions need
to be satisfied before the Incentives
may be exercised.
Vesting on The Board has absolute discretion
change of to determine that all or a portion
control: of Incentives that remain subject
to a vesting condition immediately
vest and are received or become exercisable
by the participant in the event that:
(a) a takeover bid is made for the
Company;
(b) another corporate transaction
is pursued (such as a scheme of arrangement,
selective capital reduction etc)
which results in the bidder acquiring
voting power to more than 50% of
the Company; or
(c) the Board determines, acting
in good faith and consistent with
its fiduciary duties, that a person
has obtained voting power which is
sufficient to control the composition
of the Board of the Company.
Incentives will lapse on their expiry
date.
Exercise into Subject to the Listing Rules, the
acquirer shares: 2017 Employee Incentive Plan provides
flexibility for the Company to agree
with any successful acquirer of the
Company to an arrangement whereby
Incentives will become exercisable
or vest into shares of the successful
acquirer or its parent in lieu of
Shares. Any such exercise or vesting
will be on substantially the same
terms and subject to substantially
the same conditions as the holder
may exercise or vest Incentives to
acquire Shares, but with appropriate
adjustments to the number and kind
of Shares subject to the Incentives,
as well as to any exercise price.
Vesting in The Board may permit a participant
other circumstances: to exercise Incentives or have such
Incentives vested, in other limited
situations, such as where a resolution
is passed approving the disposal
of the Company's main undertaking
or on a winding up of the Company.
Expiry date: The Board will set out in an invitation
to participate in the 2017 Employee
Incentive Plan the date and times
when any Incentives lapse.
Impact of Treatment of Incentives on cessation
cessation of employment: Cause Incentives Incentives which
of employment: which have have vested
not vested
------------------
Termination Immediately May be exercised
for ill lapse unless (in the case
health or Board determines of ill health)
death otherwise by the participant,
or (in the case
of death) by
the participant's
personal representative,
until the Incentive
lapses
------------------ --------------------------
Termination Immediately Right to exercise
for cause lapse is immediately
(e.g. fraud, suspended for
dishonesty, 14 days. During
material this period,
breach of the Board may
obligations) lift the suspension
and allow the
Incentives to
be exercised
for a period
ending no later
than the date
the Incentive
lapses.
If the Board
does not lift
the suspension,
the Incentives
will immediately
lapse at the
end of the suspension
period
------------------ --------------------------
Termination Immediately May be exercised
by consent lapse unless until the Incentive
(e.g. resignation) Board determines lapses
otherwise
------------------ --------------------------
Redundancy, Immediately May be exercised
constructive lapse unless until the Incentive
dismissal, Board determines lapses
other termination otherwise
by Company
not dealt
with above
------------------ --------------------------
Transferability: Incentives are only transferable
upon a takeover bid where the incentives
are transferred to the bidder, upon
a scheme of arrangement where the
Incentives are transferred to the
acquirer, by force of law upon death
of the Incentive holder or upon bankruptcy
of the Incentive holder, or otherwise
with the consent of the Board.
Rights to Incentives will not entitle the holder
participate to any dividends (or Shares or rights
in dividends: in lieu of dividends) declared or
issued by the Company.
Adjustments The exercise price of Incentives
for rights (if applicable) will be adjusted
issues: in the manner provided by the Listing
Rules in the event of the Company
conducting a rights issue prior to
the exercise and lapse of the relevant
Incentive.
Other rights If the Company completes a bonus
to participate issue during the term of an Incentive,
in bonus issues, the number of Shares the holder is
reorganisations then entitled to will be increased
and new issues by the number of Shares which the
etc: holder would have been issued in
respect of Incentives if they were
exercised (in the case of options)
or are vested and are received (in
the case of performance rights) immediately
prior to the record date for the
bonus issue.
In the event of any reorganisation
(including consolidation, subdivision,
reduction or return) of the issued
capital of the Company, the number
of Incentives to which the holder
is entitled or the exercise price
of the Incentives (if applicable),
or both as appropriate, will be adjusted
in the manner provided for in the
Listing Rules.
Subject to the terms of the 2017
Employee Incentive Plan and as otherwise
set out above, during the currency
of the Incentives and prior to their
exercise (in the case of options)
or vesting and receipt (in the case
of performance rights), the holder
is not entitled to participate in
any new issue of securities of the
Company as a result of their holding
the Incentives.
Listing: The Incentives will not be listed.
Board discretion: The Board has power to determine
the appropriate procedures for administration
of the 2017 Employee Incentive Plan
in accordance with its terms.
Notwithstanding the Board's current
policy, under the terms of the 2017
Employee Incentive Plan, the Board
has absolute discretion to determine
the exercise price, the expiry date
and vesting conditions of any grants
made under the 2017 Employee Incentive
Plan, without the requirement for
further Shareholder approval.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAEBLBXDBFLFBF
(END) Dow Jones Newswires
October 30, 2017 03:00 ET (07:00 GMT)
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