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Notice of Annual General Meeting 2022
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
Notice of Annual General Meeting 2022
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) advises that the following documents will be
distributed to shareholders today, in relation to the Annual General Meeting to be held on Thursday 24 November
2022, at 3:00pm (AWST):
• Shareholder letter;
• Notice of Annual General Meeting (including the Explanatory Memorandum) (if requested);
• Proxy Form; and
• 2022 Annual Report (if requested).
The shareholder letter, Notice of Annual General Meeting and 2022 Annual Report are available on the
Company’s website at www.orionminerals.com.au.
For and on behalf of the Board.
Martin Bouwmeester
Company Secretary
24 October 2022
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Monique Martinez
Denis Waddell – Chairman Read Corporate, Australia Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: monique@merchantec.co.za
NOTICE OF ANNUAL GENERAL MEETING
to be held on
Thursday, 24 November 2022 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia
and
EXPLANATORY MEMORANDUM
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.
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 9
• Financial Statements and Reports.
• Resolution 1 – Remuneration report.
• Resolution 2 – Re-election of Mr Alexander Haller.
• Resolution 3 – Re-election of Mr Denis Waddell.
• Resolution 4 – Approval to issue Shares in lieu of director fees – Mr Denis Waddell (or nominee).
• Resolution 5 – Approval to issue Shares in lieu of director fees – Mr Alexander Haller (or nominee).
• Resolution 6 – Approval to issue Shares in lieu of director fees – Mr Mark Palmer (or nominee).
• Resolution 7 – Approval to issue Shares in lieu of director fees – Mr Thomas Borman (or nominee).
• Resolution 8 – Approval to issue Shares in lieu of director fees – Mr Godfrey Gomwe (or nominee).
3. Glossary 15
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 4:00 p.m. (AWST) Tuesday, 18
the Notice of Meeting October 2022
Monday, 24
Posting of Notice of Meeting and announcement on SENS October 2022
Last day to trade for Shareholders on South African Share register in 3:00 p.m. (AWST) Thursday, 17
order to be entitled to vote at the Meeting November 2022
Voting record date 5:00 p.m. (SA Time) Monday, 21
(JSE Share register) November 2022
Voting record date 4:00 p.m. (AWST) Tuesday, 22
(ASX Share register) November 2022
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 22
(ASX Share register) November 2022
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 21
(JSE Share register) November 2022
Annual General Meeting 3:00 p.m. (AWST) / Thursday, 24
9:00 a.m. (SA Time) November 2022
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST) (9:00 a.m. SA Time)
on Thursday, 24 November 2022 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the Annual General Meeting affects your shareholding and your vote is important.
In line with easing COVID-19 restrictions, the Board is pleased to welcome Shareholders back to the Meeting in person.
Shareholders may also participate in the Meeting via teleconference or webcast, rather than attending in person. If you
do not attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.
Details on how Shareholders may vote are set out below.
Attendance via online platform
Shareholders may join the Meeting (and ask questions) via an online platform, the details of which are available at
www.orionminerals.com.au, however, no real-time voting rights will apply for those Shareholders joining the Meeting via the
online platform.
If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.
ASX Proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Tuesday 22 November 2022
online or by post and JSE proxy forms must be submitted to the Company’s share registry by 3:00 p.m. (AWST), on Monday
21 November 2022 by email or post (see "Voting by Proxy and Corporate Representatives" below). Shareholders can lodge
a proxy by following the instructions on their personalised proxy form.
Details on how to access the conference call will be available on the Company’s website, www.orionminerals.com.au.
Voting in Person
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday 22
November 2022 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday
21 November 2022. Proxy Forms can be lodged:
By mail: Link Market Services Limited JSE Investor Services (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By mobile device: Shareholders may submit their ASX Proxy Form by scanning Not applicable.
the QR code provided in the Proxy Form or enter the link
www.linkmarketservices.com.au into a mobile device. Log
in using the Security Reference Number (SRN) or Holder
Identification Number (HIN) and postcode for the
shareholding. To scan the code, shareholders will need a
QR code reader application which can be downloaded
for free on a mobile device.
By facsimile: (+61 2) 9287 0309 Not applicable.
By email: Not applicable. meetfax@jseinvestorservices.co.za
Online: Shareholders may submit their ASX proxy instruction online Not applicable.
on the Company’s Share Registry by visiting
www.linkmarketservices.com.au. Login to the Link website
using the holding details as shown on the ASX Proxy Form.
Select ‘Voting’ and follow the prompts to Lodge your
Proxy. To use the online lodgement facility, shareholders
will need their “Holder Identifier” - Securityholder
Reference Number (SRN) or Holder Identification Number
(HIN).
By hand: Link Market Services Limited* JSE Investor Services (Pty) Ltd**
Level 12, 680 George Street 19 Ameshoff Street
Sydney NSW 2000 Braaimfontein, 2001
** during business hours (Monday
to Friday, 9:00 a.m. - 5:00 p.m. SA
* during business hours Monday to Friday (9:00 a.m. - 5:00 time), subject to public health
p.m. Sydney time), subject to public health orders and orders and restrictions.
restrictions.
A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy, who need not be
a Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast two
or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.
If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the Shareholder's
votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder appoints two
proxies, neither may vote on a show of hands.
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.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be
executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the
Company’s Share Registry at least 48 hours before the commencement of the Annual General Meeting or any adjournment
of that Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of
the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the
Meeting. A form of certificate of appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the
shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting
will be as it appears in the ASX Share register at 4:00 p.m. (AWST) on Tuesday 22 November 2022 or in the JSE Share register
at 5:00 p.m. (SA Time) on Monday 21 November 2022.
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of the Shareholders of Orion Minerals Ltd (Company or Orion) will be held
at Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Thursday, 24 November 2022
commencing at 3:00 p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Financial Statements and Reports – Year Ended 30 June 2022 (no resolution required)
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together
with the Directors’ report and the auditor’s report.
Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the
Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June
2022 be adopted.”
Voting Prohibition Statement: A vote on this Resolution 1 must not be, and the Company will disregard any vote that is, cast
(in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on
behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 1; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 1; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 1 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 2 – Re-election of Mr Alexander Haller
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Alexander Haller, a Director
who retires by rotation, and being eligible, is re-elected as a Director.”
Resolution 3 – Re-election of Mr Denis Waddell
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Denis Waddell, a Director who
retires by rotation, and being eligible, is re-elected as a Director.”
Resolution 4 – Approval to Issue Shares in lieu of director fees – Mr Denis Waddell (or nominee)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
up to a total of 1,562,500 Shares at a deemed issue price of $0.02 per Share to Mr Denis Waddell (or his nominee) on
the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Mr Denis
Waddell (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares
(except a benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this
does not apply to a vote if it is cast in favour of this Resolution 4 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with a direction
given to the Chair to vote as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 4; and
(ii) the holder votes on this Resolution 4 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a vote on this Resolution 4 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 4 as a proxy if the vote is not cast on
behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 4; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 4; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 4 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 5 – Approval to Issue Shares in lieu of director fees – Mr Alexander Haller (or nominee)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
up to a total of 1,250,000 Shares at a deemed issue price of $0.02 per Share to Mr Alexander Haller (or his nominee)
on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of Mr Alexander
Haller (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares (except
a benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of this Resolution 5 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 5 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with a direction
given to the Chair to vote as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 5; and
(ii) the holder votes on this Resolution 5 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a vote on this Resolution 5 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 5 as a proxy if the vote is not cast on
behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 5; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 5; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 5 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 6 – Approval to Issue Shares in lieu of director fees – Mr Mark Palmer (or nominee)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
up to a total of 1,250,000 Shares at a deemed issue price of $0.02 per Share to Mr Mark Palmer (or his nominee) on
the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Mr Mark Palmer
(or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares (except a
benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of this Resolution 6 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 6 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with a direction
given to the Chair to vote as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 6; and
(ii) the holder votes on this Resolution 6 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a vote on this Resolution 6 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 6 as a proxy if the vote is not cast on
behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 6; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 6; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 6 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 7 – Approval to Issue Shares in lieu of director fees – Mr Thomas Borman (or nominee)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
up to a total of 1,250,000 Shares at a deemed issue price of $0.02 per Share to Mr Thomas Borman (or his nominee)
on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of Mr Thomas
Borman (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares (except
a benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of this Resolution 7 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 7 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with a direction
given to the Chair to vote as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 7; and
(ii) the holder votes on this Resolution 7 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a vote on this Resolution 7 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 7 as a proxy if the vote is not cast on
behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 7; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 7; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 7 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 8 – Approval to Issue Shares in lieu of director fees – Mr Godfrey Gomwe (or nominee)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
up to a total of 1,250,000 Shares at a deemed issue price of $0.02 per Share to Mr Godfrey Gomwe (or his nominee)
on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of Mr Godfrey
Gomwe (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares
(except a benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this
does not apply to a vote if it is cast in favour of this Resolution 8 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 8, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 8 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 8, in accordance with a direction
given to the Chair to vote as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 8; and
(ii) the holder votes on this Resolution 8 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a vote on this Resolution 8 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 8 as a proxy if the vote is not cast on
behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 8; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 8; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 8 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
DATED: 24 October 2022
By Order of the Board
Martin Bouwmeester
Company Secretary
Explanatory Memorandum to accompany Notice of Annual General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the Annual General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Financial Statements and Reports
The Corporations Act requires the financial report, directors' report and auditor's report to be laid before the Annual General
Meeting. There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on,
approve or adopt these reports. Shareholders will have a reasonable opportunity at the meeting to ask questions about or
make comments on these reports and on the management of the Company.
The auditor of the Company is required to attend the Annual General Meeting and will be available to take Shareholders'
questions about the conduct of the audit, the preparation and content of the auditor's report, the 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.
Prior to the meeting, Shareholders may also forward written questions to the auditor about the conduct of the audit and
the content of the auditor's report. These should be emailed to info@orionminerals.com.au or mailed to the Company
Secretary, PO Box 260, Collins Street West, Victoria, 8007 and may be submitted up to 5 Business Days before the Annual
General Meeting. The Company is required by law to forward all questions to the auditor and the auditor is required to
prepare a list of questions that the auditor considers are relevant to the conduct of the audit and the content of the auditor's
report. The auditor may omit questions that are the same in substance to other questions and questions that are not
received by the auditor in a timely manner. At the meeting, the Chairman will give the auditor a reasonable opportunity
to answer in response to the list of questions. The list of questions, as prepared by the auditor, will be available on the
Company's website, www.orionminerals.com.au, prior to the meeting. In addition, copies of the list of questions will be
available at the meeting.
In accordance with the Corporations Act, the Company will not be providing Shareholders with a hard copy of the
Company’s annual financial report unless specifically requested to do so. Shareholders may view the Company's annual
financial report on its website at www.orionminerals.com.au.
Resolution 1 - Remuneration Report
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report
be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors
or the Company.
The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of
the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the
Company for the financial year.
A reasonable opportunity will be provided for Shareholders to ask questions about or make comments on the Remuneration
Report at the Annual General Meeting.
Voting consequences
If, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report, a company is required to put to its shareholders a resolution proposing the
calling of another meeting of shareholders to consider the appointment of directors of the company within 90 days of the
second annual general meeting (Spill Resolution).
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
At the Spill Meeting, all of the directors of the company who were in office when the directors' report (as included in the
company’s annual financial report for the most recent financial year) was approved, other than the managing director of
the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the
Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the
directors of the company.
Previous voting results
At the Company’s previous Annual General Meeting, the votes cast against the remuneration report considered at that
meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for the 2022 Annual General Meeting.
Directors' recommendation and voting intentions
The Board considers that the Company's remuneration policies are structured to provide rewards based on performance
and are competitive with those in the markets in which it operates. On that basis, and with each Director acknowledging
their personal interest in the resolution, the Board recommends that Shareholders vote in favour of Resolution 1.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolution 2 – Re-election of Mr Alexander Haller
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third, rounded
upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director (except a
Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting following his
or her appointment, whichever is the longer, without submitting himself or herself for re-election. The Director who has been
longest in office since his or her last election is ordinarily required to retire by rotation. However, as between persons who
became Directors on the same day, the Director to retire must be determined by lot unless they otherwise agreed among
themselves.
The Company currently has five Directors (excluding the Managing Director) and Mr Thomas Borman and Mr Alexander
Haller were re-elected on the same day and therefore have held office for the same period of time. The Directors have
determined by agreement that Mr Alexander Haller will retire by rotation in accordance with clause 14.2 of the Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Haller retires by rotation
and offers himself for re-election. He was initially appointed a Director on 27 February 2009, has continuously served as a
Director since his appointment and was last re-elected on 20 November 2020. Mr Haller is considered an independent
director.
Refer to the Company’s full year statutory accounts announced to the ASX on 27 September 2022 for Mr Haller’s
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Haller recommend that Shareholders vote in favour of Resolution 2. Each Director intends to
vote the Shares they control in favour of Resolution 2. Mr Haller makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Re-election of Mr Denis Waddell
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third, rounded
upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director (except a
Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting following his
or her appointment, whichever is the longer, without submitting himself or herself for re-election.
Mr Denis Waddell was last re-elected at the Company's 2019 Annual General Meeting and as such, is retiring in accordance
with clause 14.2 of the Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Waddell retires by rotation
and offers himself for re-election. He was initially appointed a Director on 27 February 2009, has continuously served as a
Director since his appointment and was last re-elected on 28 November 2019. Mr Waddell is not considered an independent
director as he provides consulting services to the Company totalling approximately 8 days per month.
Refer to the Company’s full year statutory accounts announced to the ASX on 27 September 2022 for Mr Waddell’s
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Waddell recommend that Shareholders vote in favour of Resolution 3. Each Director intends to
vote the Shares they control in favour of Resolution 3. Mr Waddell makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Background to Resolution 4 to 8 – Approval to issue Shares in lieu of director fees
Resolutions 4, 5, 6, 7 and 8 seek Shareholder approval for the issue of Shares to five Directors (or their nominees) in lieu of
cash fees for their services as Directors of the Company.
In order to preserve the Company’s cash reserves, each of the Company's Non-Executive Directors, Mr Denis Waddell, Mr
Alexander Haller, Mr Mark Palmer, Mr Thomas Borman and Mr Godfrey Gomwe, have agreed, subject to Shareholder
approval, to receive their Director fees in Shares (Director Fees Shares) in lieu of cash on the terms and conditions set out
below. No cash payments by way of Director fees have been made or will be made, to the above mentioned Directors
for the period 1 July 2022 until 31 December 2022 (1 August 2022 until 31 December 2022 for Mr Waddell).
The deemed issue price at which the Director Fees Shares will be issued (subject to Shareholder approval) will be $0.02, the
same price as the Shares issued under the capital raising and share purchase plan announced on 22 June 2022. The number
of Director Fees Shares to be issued to each Non-Executive Director has been calculated by dividing the value of the
Director fees payable to that Director by the deemed issue price of $0.02.
If Shareholders do not approve the issue of Director Fees Shares, the Company will not be able to proceed with the issue
and the outstanding Director’s fees will remain a liability of the Company and be payable in cash at a future date.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity 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.
One such exception set out in section 210 of the Corporations Act provides that Shareholder approval is not needed to give
a financial benefit on terms that would be reasonable in the circumstances if the Company and the Directors were
transacting at arm’s length.
Another such exception set out in section 211 of the Corporation Act provides that Shareholder approval is not needed to
give a financial benefit if that benefit is remuneration paid to the Directors in their capacity as Directors or employees of the
Company and that is reasonable in the circumstances.
The proposed issue of Director Fees Shares constitutes the giving a financial benefit and Mr Denis Waddell, Mr Alexander
Haller, Mr Mark Palmer, Mr Thomas Borman and Mr Godfrey Gomwe are related parties of the Company by virtue of being
Directors.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities
to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval
should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the issue of Director Fees Shares in lieu of Directors’ fees involves the issue of securities to a related party of the Company,
Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors
that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.
Separate approval under ASX Listing Rule 7.1 is not required for the proposed issue of Director Fees Shares to the Directors
(or their nominees) if Shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if Resolutions 4 to 8 are
passed, the issue of Director Fees Shares to the Directors (or their nominees) will not be included in the 15% calculation of
the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
Resolution 4 - Approval to issue Shares in lieu of director fees - Mr Denis Waddell (or nominee)
The Company proposes to issue 1,562,500 Shares to Mr Waddell at a deemed issue price of $0.02 per Share in lieu of cash
fees of $31,250. The deemed issue price represents the same price as the Shares issued under the capital raising and share
purchase plan announced on 22 June 2022.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Waddell is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Director Fees Shares to Mr Waddell
(or his nominee).
The Directors (other than Mr Waddell who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Director Fees Shares to Mr
Waddell because the agreement to issue the Shares in lieu of his Director’s fees is considered reasonable remuneration in
the circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed
issue of Director Fees Shares to Mr Denis Waddell:
(a) the Director Fees Shares will be issued under ASX Listing Rule 10.11.1 to Mr Denis Waddell (or his nominee), who is a
related party by virtue of being a Director;
(b) the maximum number of Director Fees Shares proposed to be granted to Mr Denis Waddell is 1,562,500 Shares;
(c) subject to Shareholder approval, the Director Fees Shares are intended to be issued to Mr Denis Waddell on or
around 25 November 2022, but will be issued no later than 1 month after the date of the Annual General Meeting
(or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Director Fees Shares are being issued in lieu of Director fees which are otherwise payable to Mr Denis Waddell
in respect of the period from 1 August 2022 to 31 December 2022. As such, the Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Shares. The Director Fees Shares will be
issued at the deemed price of $0.02 per Director Fees Share;
(e) the Director Fees Shares are being issued to Mr Denis Waddell in lieu of Director fees which are otherwise payable
to Mr Denis Waddell, and the purpose of the issue of the Director Fees Shares is to preserve the cash reserves of the
Company, which may be used in the operation of the Company’s business;
(f) the details of Mr Denis Waddell's current total remuneration package with the Company are as follows:
Director Director’s Fees (incl. Super) Securities-based payments Total Financial Benefit
Denis Waddell $72,500 $Nil $72,500
(g) the Director Fees Shares are not being issued under any written agreement; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Denis Waddell) recommend that Shareholders vote in favour of Resolution 4. Each Director
(other than Mr Denis Waddell) intends to vote the Shares they control in favour of Resolution 4.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Resolution 5 - Approval to issue Shares in lieu of director fees – Mr Alexander Haller (or nominee)
The Company proposes to issue 1,250,000 Shares to Mr Haller at a deemed issue price of $0.02 per Share in lieu of cash fees
of $25,000. The deemed issue price represents the same price as the Shares issued under the capital raising and share
purchase plan announced on 22 June 2022.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Haller is a related party for the purposes of ASX Listing Rule 10.11. Accordingly, Shareholder
approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Director Fees Shares to Mr Haller (or his
nominee).
The Directors (other than Mr Haller who has a material personal interest in the Resolution) consider that Shareholder approval
pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Director Fees Shares to Mr Haller
because the agreement to issue the Shares in lieu of his Director’s fees is considered reasonable remuneration in the
circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed
issue of Director Fees Shares to Mr Alexander Haller:
(a) the Director Fees Shares will be issued under ASX Listing Rule 10.11.1 to Mr Alexander Haller (or his nominee), who is
a related party by virtue of being a Director;
(b) the maximum number of Director Fees Shares proposed to be granted to Mr Alexander Haller is 1,250,000 Shares;
(c) subject to Shareholder approval, the Director Fees Shares are intended to be issued to Mr Alexander Haller on or
around 25 November 2022, but will be issued no later than 1 month after the date of the Annual General Meeting
(or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Director Fees Shares are being issued in lieu of Director fees which are otherwise payable to Mr Alexander Haller
in respect of the period from 1 July 2022 to 31 December 2022. As such, the Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Shares. The Director Fees Shares will be
issued at the deemed price of $0.02 per Director Fees Share;
(e) the Director Fees Shares are being issued to Mr Alexander Haller in lieu of Director fees which are otherwise payable
to Mr Alexander Haller, and the purpose of the issue of the Director Fees Shares is to preserve the cash reserves of
the Company, which may be used in the operation of the Company’s business;
(f) the details of Mr Alexander Haller’s current total remuneration package with the Company are as follows:
Director Director’s Fees Securities-based payments Total Financial Benefit
Alexander Haller $50,000 $Nil $50,000
(g) the Director Fees Shares are not being issued under any written agreement; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Alexander Haller) recommend that Shareholders vote in favour of Resolution 5. Each Director
(other than Mr Alexander Haller) intends to vote the Shares they control in favour of Resolution 5.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolution 6 - Approval to issue Shares in lieu of director fees – Mr Mark Palmer (or nominee)
The Company proposes to issue 1,250,000 Shares to Mr Palmer at a deemed issue price of $0.02 per Share in lieu of cash
fees of $25,000. The deemed issue price represents the same price as the Shares issued under the capital raising and share
purchase plan announced on 22 June 2022.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Palmer is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Director Fees Shares to Mr Palmer
(or his nominee).
The Directors (other than Mr Palmer who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Director Fees Shares to Mr
Palmer because the agreement to issue the Shares in lieu of his Director’s fees is considered reasonable remuneration in the
circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed
issue of Director Fees Shares to Mr Mark Palmer:
(a) the Director Fees Shares will be issued under ASX Listing Rule 10.11.1 to Mr Mark Palmer (or his nominee), who is a
related party by virtue of being a Director;
(b) the maximum number of Director Fees Shares proposed to be granted to Mr Mark Palmer is 1,250,000 Shares;
(c) subject to Shareholder approval, the Director Fees Shares are intended to be issued to Mr Mark Palmer on or around
25 November 2022, but will be issued no later than 1 month after the date of the Annual General Meeting (or such
later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Director Fees Shares are being issued in lieu of Director fees which are otherwise payable to Mr Mark Palmer in
respect of the period from 1 July 2022 to 31 December 2022. As such, the Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Shares. The Director Fees Shares will be
issued at the deemed price of $0.02 per Director Fees Share;
(e) the Director Fees Shares are being issued to Mr Mark Palmer in lieu of Director fees which are otherwise payable to
Mr Mark Palmer, and the purpose of the issue of the Director Fees Shares is to preserve the cash reserves of the
Company, which may be used in the operation of the Company’s business;
(f) the details of Mr Mark Palmer’s current total remuneration package with the Company are as follows:
Director Director’s Fees Securities-based payments Total Financial Benefit
Mark Palmer $50,000 $Nil $50,000
(g) the Director Fees Shares are not being issued under any written agreement; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Mark Palmer) recommend that Shareholders vote in favour of Resolution 6. Each Director (other
than Mr Mark Palmer) intends to vote the Shares they control in favour of Resolution 6.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Resolution 7 - Approval to issue Shares in lieu of director fees – Mr Thomas Borman (or nominee)
The Company proposes to issue 1,250,000 Shares to Mr Borman at a deemed issue price of $0.02 per Share in lieu of cash
fees of $25,000. The deemed issue price represents the same price as the Shares issued under the capital raising and share
purchase plan announced on 22 June 2022.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Borman is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Director Fees Shares to Mr Borman
(or his nominee).
The Directors (other than Mr Borman who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Director Fees Shares to Mr
Borman because the agreement to issue the Shares in lieu of his Director’s fees is considered reasonable remuneration in
the circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed
issue of Director Fees Shares to Mr Thomas Borman:
(a) the Director Fees Shares will be issued under ASX Listing Rule 10.11.1 to Mr Thomas Borman (or his nominee), who is
a related party by virtue of being a Director;
(b) the maximum number of Director Fees Shares proposed to be granted to Mr Thomas Borman is 1,250,000 Shares;
(c) subject to Shareholder approval, the Director Fees Shares are intended to be issued to Mr Thomas Borman on or
around 25 November 2022, but will be issued no later than 1 month after the date of the Annual General Meeting
(or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Director Fees Shares are being issued in lieu of Director fees which are otherwise payable to Mr Thomas Borman
in respect of the period from 1 July 2022 to 31 December 2022. As such, the Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Shares. The Director Fees Shares will be
issued at the deemed price of $0.02 per Director Fees Share;
(e) the Director Fees Shares are being issued to Mr Thomas Borman in lieu of Director fees which are otherwise payable
to Mr Thomas Borman, and the purpose of the issue of the Director Fees Shares is to preserve the cash reserves of
the Company, which may be used in the operation of the Company’s business;
(f) the details of Mr Thomas Borman’s current total remuneration package with the Company are as follows:
Director Director’s Fees Securities-based payments Total Financial Benefit
Thomas Borman $50,000 $Nil $50,000
(g) the Director Fees Shares are not being issued under any written agreement; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Thomas Borman) recommend that Shareholders vote in favour of Resolution 7. Each Director
(other than Mr Thomas Borman) intends to vote the Shares they control in favour of Resolution 7.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 7.
Resolution 8 - Approval to issue Shares in lieu of director fees – Mr Godfrey Gomwe (or nominee)
The Company proposes to issue 1,250,000 Shares to Mr Gomwe at a deemed issue price of $0.02 per Share in lieu of cash
fees of $25,000. The deemed issue price represents the same price as the Shares issued under the capital raising and share
purchase plan announced on 22 June 2022.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Gomwe is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Director Fees Shares to Mr Gomwe
(or his nominee).
The Directors (other than Mr Gomwe who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Director Fees Shares to Mr
Gomwe because the agreement to issue the Shares in lieu of his Director’s fees is considered reasonable remuneration in
the circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed
issue of Director Fees Shares to Mr Godfrey Gomwe:
(a) the Director Fees Shares will be issued under ASX Listing Rule 10.11.1 to Mr Godfrey Gomwe (or his nominee), who is
a related party by virtue of being a Director;
(b) the maximum number of Director Fees Shares proposed to be granted to Mr Godfrey Gomwe is 1,250,000 Shares;
(c) subject to Shareholder approval, the Director Fees Shares are intended to be issued to Mr Godfrey Gomwe on or
around 25 November 2022, but will be issued no later than 1 month after the date of the Annual General Meeting
(or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Director Fees Shares are being issued in lieu of Director fees which are otherwise payable to Mr Godfrey Gomwe
in respect of the period from 1 July 2022 to 31 December 2022. As such, the Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Shares. The Director Fees Shares will be
issued at the deemed price of $0.02 per Director Fees Share;
(e) the Director Fees Shares are being issued to Mr Godfrey Gomwe in lieu of Director fees which are otherwise payable
to Mr Godfrey Gomwe, and the purpose of the issue of the Director Fees Shares is to preserve the cash reserves of
the Company, which may be used in the operation of the Company’s business;
(f) the details of Mr Godfrey Gomwe's current total remuneration package with the Company are as follows:
Director Director’s Fees Securities-based payments Total Financial Benefit
Godfrey Gomwe $50,000 $Nil $50,000
(g) the Director Fees Shares are not being issued under any written agreement; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Godfrey Gomwe) recommend that Shareholders vote in favour of Resolution 8. Each Director
(other than Mr Godfrey Gomwe) intends to vote the Shares they control in favour of Resolution 8.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 8.
Glossary
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
AUD means Australian dollar.
AWST means Australian Western Standard Time.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day,
Boxing Day, and any other day that ASX declares is not a business day.
Chair or Chairman means the chairperson of the Meeting.
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).
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
JSE means the Johannesburg Stock Exchange.
Key Management Personnel means those people who have authority and responsibility for planning, directing and
controlling the activities of the Company or the Company’s group, whether directly or indirectly. Members of the Key
Management Personnel include Directors (both executive and non-executive) and certain senior executives.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual
financial report for the year ended 30 June 2022.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited or JSE Investor Services (Pty) Ltd (as applicable).
ZAR means South African Rand.
Date: 24-10-2022 09:21:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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