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Notice of Annual General Meeting 2022
Southern Palladium Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 646 391 899
ASX share code: SPD
JSE share code: SDL
ISIN AU0000220808
(“Southern Palladium” or “the Company”)
Notice of Annual General Meeting 2022
Southern Palladium Limited (ASX: SPD / JSE: SDL) (Southern Palladium or the Company) advises that the
following documents will be distributed to shareholders today, in relation to the Annual General Meeting to
be held at 3:00pm (Sydney time) on Wednesday 30 November 2022:
• Notice of Annual General Meeting (including the Explanatory Memorandum);
• Proxy Form; and
• 2022 Annual Report.
The Notice of Annual General Meeting and 2022 Annual Report are available on the Company’s website at
www.southernpalladium.com .
Authorised by the Company Secretary
28 October 2022
ENQUIRIES
Shareholders JSE Sponsor Media
Andrew Cooke Monique Martinez Sam Jacobs
Company Secretary Merchantec Capital Six Degrees Investor Relations
Southern Palladium Limited T: + 27 (0) 11 325 6363 T: + 61 (0) 423 755 909
andrew.cooke@southernpalladium.com monique@merchantec.co.za sam.jacobs@sdir.com.au
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Company will be held on Wednesday
30 November 2022 at 3.00 pm (AEDT) (6.00 am SA time)
At: Computershare Investor Services Pty Limited
Level 3, 60 Carrington Street, Sydney, NSW, 2000
And: Virtually online – refer to instructions below.
IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING
Attending the Meeting in person:
Shareholders are invited to attend the Meeting in person. Physical attendance at this Annual General
Meeting will be subject to prevailing COVID-19 restrictions and anyone attending in person may be
required to register to attend and/or to wear a mask at all times.
If you are planning to attend the Meeting in person, please bring your proxy form (either the hard copy or
online version) so that your personalised barcode can be scanned on registration. Registration opens at
2.30pm.
Attending the Meeting online:
If you are planning to participate in the Meeting online, you will be able to do so using your computer, tablet
or smartphone. Shareholders wishing to participate online must use the Computershare Meeting Platform
to attend and participate in the meeting.
To participate in the meeting, you can log in by entering the following URL:
https://meetnow.global/MCWGCQU on your computer, tablet or smartphone.
Online registration will open 30 minutes before the Meeting.
To make the registration process quicker, please have your SRN/HIN and registered postcode or country
code ready. Proxyholders will need to contact Computershare prior to the Meeting to obtain their login
details.
To participate in the Meeting online log in to the above URL and follow the instructions below:
1. Click on ‘Join Meeting Now’.
2. Enter your SRN/HIN.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an
overseas securityholder select the country of your registered holding from the drop down list.
4. Accept the Terms and Conditions and click ‘Continue’.
Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the Meeting to
obtain their login details.
You can view the Meeting live, ask questions verbally or via a live text facility and cast votes at the
appropriate times while the meeting is in progress. Further information on how to participate in the Meeting
is provided in the Notice of Meeting and in the AGM Online Guide, which can be accessed at
www.computershare.com.au/virtualmeetingguide
BUSINESS
1. Financial Report – Year Ended 30 June 2022
To receive and consider the Financial Report of the Company and its controlled entities and the reports of the
Directors and the Auditor for the financial year ended 30 June 2022.
2. Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration
Report for the year ended 30 June 2022 be adopted.”
3. Re-Election of Mr. Robert Thomson as a Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr. Robert Thomson, who retires in accordance with the Constitution of the Company and, being eligible,
offers himself for re-election, be re-elected as a Director of the Company.”
KEY DATES
Record date to determine Shareholders who are entitled to receive 4.00pm AEDT Wednesday 26 October 2022
the Notice of Meeting
Posting of Notice of Meeting and announcement on ASX and SENS Friday 28 October 2022
Last day to trade for Shareholder on South African share register in 5.00pm SA time Wednesday 23 November 2022
order to be entitled to vote at the Meeting
Voting Record Date 7.00pm SA time Friday 25 November 2022
(JSE share register)
Voting Record Date 7.00pm AEDT Monday 28 November 2022
(ASX share register)
Deadline for lodgement of Proxy Forms 5.00pm SA time Friday 25 November 2022
(JSE share register)
Deadline for lodgement of Proxy Forms 3.00pm AEDT Monday 28 November 2022
(ASX share register)
Annual General Meeting 3.00pm AEDT Wednesday 30 November 2022
6.00am SA time
ENQUIRIES
Andrew Cooke
Company Secretary
Southern Palladium Limited
andrew.cooke@southernpalladium.com
VOTING EXCLUSIONS
The Company will disregard any votes cast in favour of the resolution (as set out in the table below) by or on behalf of:
• the named person or class of persons excluded from voting (as set out in the table below); or
• an associate of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to
the proxy or attorney to vote on the resolution in that way; or
• the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a
direction given to the chair to vote on the resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
- 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 the resolution; and
- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that
way.
Resolution The Company will disregard any votes cast:
2. Remuneration Report • by or on behalf of a member of the key management personnel of the
Company (KMP) (as defined in Section 9 of the Corporations Act 2001 (Cth))
details of whose remuneration are included in the Remuneration Report; or
• by or on behalf of a closely related party (as defined in Section 9 of the
Corporations Act 2001 (Cth)) of a member of the KMP; or
• as a proxy by a member of the KMP or a KMP’s closely related party.
However, a vote may be cast by a KMP or closely related party of the KMP if the
proxy appointment is in writing and either:
• it is cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is
entitled to vote, and the appointment does not specify the way the proxy is to
vote on Resolution 2 and expressly authorises the Chairman to exercise the
proxy, even though the Resolution is connected directly or indirectly with the
remuneration of the KMP for the Company.
Important Notice for Resolution 2: If a shareholder appoints the Chairman of the
meeting as the shareholder’s proxy and authorises the Chairman to vote
undirected proxies on Resolution 2, the Chairman will vote, as proxy for that
shareholder, in favour of Resolution 2.
ANNUAL REPORT
The Annual Report for the Year Ending 30 June 2022 may be downloaded from the Company’s website from the homepage:
www.southernpalladium.com or by accessing the following link: https://www.southernpalladium.com/site/investor-centre/annual-
reports
ENTITLEMENT TO VOTE
In accordance with the Corporations Act 2001 (Cth) the Board has determined that for the purposes of the meeting, a person’s
entitlement to vote at the meeting will be the entitlement of that person set out in the Register of Members of the Company at
7.00pm (Sydney time) on 28 November 2022 or on the JSE share register at 7.00pm (SA time) on Friday 25 November 2022.
Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the
meeting.
VOTING BY PROXY (Enclosed Separately)
• A shareholder entitled to attend and vote at the meeting is entitled to appoint not more than 2 proxies to attend and vote
instead of the shareholder.
• Where 2 proxies are appointed the Proxy Form should specify the proportion, or the number of votes that the proxy may
exercise. If the Proxy Form does not specify the proportion or number of the shareholder’s votes each proxy may exercise,
each proxy may exercise half of the votes.
• A proxy need not be a shareholder of the Company. The proxy appointed may be described in the Proxy Form by an office
held, e.g. “the Chair of the Meeting”.
• Proxy Forms must be signed by a shareholder or the shareholder’s attorney or, if the shareholder is a corporation, must be
under its common seal, or if it does not have one, by 2 directors or by a director and a company secretary, or if it is a proprietary
company that has a sole director who is also the company secretary, by that director, or under hand of its attorney or duly
authorised officer. If the Proxy Form is signed by a person who is not the registered holder of shares in the Company (i.e.
under power of attorney or other authorisation), then the relevant authority (or a certified copy of such authority) must either
have been exhibited previously to the Company or be enclosed with the Proxy Form.
In order to record a valid vote, members will need to take the following steps:
• Cast your vote online by visiting www.investorvote.com.au and following the instructions and information provided on the
enclosed proxy form; or
• Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to
submit your voting intentions; or
• Complete and lodge the proxy form with the Company at the address or facsimile number specified below, along with
any power of attorney or notarially certified copy of a power of attorney (if the proxy form is signed pursuant to a power of
attorney), by no later than:
3.00 pm (Sydney time), Monday 28 November 2022 5.00 pm (SA time), Friday 25 November 2022 for JSE
for ASX share register) share register)
To:
Southern Palladium Limited Southern Palladium Limited
C/- Computershare Investor Services Pty Ltd C/- Computershare
GPO Box 242 Private Bag X9000,
MELBOURNE VIC 3001, Australia Saxonwold, 2132, South Africa
Email: Proxy@Computershare.co.za
Or by facsimile 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)
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.
CORPORATE REPRESENTATIVES
A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its
representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The
representative should bring to the meeting evidence of his or her appointment including the authority under which it is signed.
By order of the Board
Andrew J Cooke
Company Secretary
28 October 2022
EXPLANATORY MEMORANDUM
TO NOTICE OF ANNUAL GENERAL MEETING
ITEM 1 - Financial Report – Year Ended 30 June 2022
The Corporations Act 2001 (Cth) (“Corporations Act”) requires the financial report (which includes the financial statements and
the Directors’ declaration), the Directors’ report and the Auditor’s report to be laid before the AGM. There is no requirement either
in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the Directors’ report
or the Auditor’s report.
This item of business provides shareholders with a reasonable opportunity to ask questions concerning or make comments on
the Company’s financial statements and reports for the year ended 30 June 2022, the Company’s performance generally and the
management of the Company. A representative of the Auditor will be attending the Annual General Meeting.
As a shareholder, you are entitled to submit a written question to the Auditor prior to the Annual General Meeting provided that
the question relates to:
• the content of the Auditor’s report; or
• the conduct of the audit in relation to the Financial Report.
All written questions must be received by the Company no later than 23 November 2022. All questions must be sent to the
Company and may not be sent direct to the Auditor. The Company will then forward all questions to the Auditor.
The Auditor will answer written questions submitted prior to the Annual General Meeting.
The Auditor will also answer questions at the meeting from shareholders relevant to:
• 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.
RESOLUTION 2 - Remuneration Report
The Directors’ report for the year ended 30 June 2022 contains a Remuneration Report which sets out the policy on remuneration
of the Directors of the Company and specified executives of the Company.
The Directors believe that the Company’s remuneration policies and structures as outlined in the Remuneration Report are
appropriate for the size of the Company, its business and objectives.
The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations
Act expressly provides that the vote is advisory and does not bind the Directors of the Company. However, if at least 25% of the
votes cast are against the adoption of the Remuneration Report, the Company’s next Remuneration Report must explain the
Board’s proposed action in response or explain why no action has been taken.
In the following year, if at least 25% of the votes cast on the resolution that the Remuneration Report be adopted are against
adoption, shareholders will then vote to determine whether the Directors, excluding the managing director, will need to stand for
re-election (a “Spill Resolution”). If more than 50% of the votes cast on the resolution are in favour, a separate spill meeting must
be held within 90 days.
As the Company was not a listed or disclosing entity at the date of its 2021 Annual General Meeting, a Spill Resolution cannot be
put at this meeting.
Members attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the
Remuneration Report.
RESOLUTION 3 – Re-Election of Mr. Robert Thomson as a Director
Independent Non-Executive Director (appointed as a Director 4 December 2020)
Robert Thomson has a 40 year mining career, including CEO/Executive Director and GM/Project Director roles building and
commercialising junior company gold and base metals exploration projects into significant mining operations and businesses
(e.g. Sepon. Chatree, Didipio, Wetar).
From 2016 to 2021 he was Managing Director then non-executive director for South Africa focussed Theta Gold Mines Limited.
He has a Bachelor of Engineering (Mining) from the University of Queensland, an MBA from the University of Wollongong and
is a Fellow of the Australasian Institute of Mining and Metallurgical Engineers. Currently he is an independent non-executive
director of Pacific Nickel Mines Limited and Bayrock Resources Limited.
Mr. Thomson is a member of the Remuneration Committee.
Recommendation
The Board (excluding Mr. Thomson) recommends that shareholders vote in favour of the re-election of Mr. Thomson as a
Director of the Company.
Southern Palladium Limited
(Incorporated in the Commonwealth of Australia))
ACN 646 391 899
ASX CODE: SPD, JSE Share Code: SDL
ISIN: AU0000220808
("Southern Palladium")
FORM OF PROXY – ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
30 NOVEMBER 2022 AT 3:00 PM AEDT (AUSTRALIAN EASTERN DAYLIGHT TIME) / 6:00 AM SAST
(SOUTH AFRICAN STANDARD TIME)
For use by certificated shareholders or dematerialised shareholders of Southern Palladium who have selected “own-name” registration.
For use by Southern Palladium shareholders at the Annual General Meeting to be held in person on Wednesday, 30 November 2022 at 3:00 pm
AEDT / 6:00 am SAST at Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney NSW 2000, Australia. The meeting
will also be webcast live through this link: https://meetnow.global/MCWGCQU, or at any adjournment or postponement of that Meeting.
If you have dematerialised your shares with a Central Securities Depository Participant (“CSD Participant”) or broker and have not selected
“own-name” registration, you must arrange with your CSD Participant or broker to provide you with the necessary letter of representation to
attend the Annual General Meeting or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the
agreement entered between you and the CSD Participant or broker.
I/We (Names in full – please print)
of (address – please print):
being the holder of shares in Southern Palladium hereby appoint:
1. of or failing him/her,
2. of or failing him/her,
or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and vote for me/us at the Annual General Meeting of shareholders to
be held on Wednesday, 30 November 2022 at 6:00 am SAST, in person and at any adjournment or postponement of that Meeting and, if deemed fit,
passing, with or without modification, the resolutions to be proposed thereat in accordance with the following instructions (or if no directions have been
given, and to the extent permitted by law, as the proxy sees fit) (see notes). The Chairman intends to vote all available undirected proxies in favour of all
Resolutions.
The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes the matters to be considered at the
Annual General Meeting.
For Against Abstain
Resolution
2. REMUNERATION REPORT
3. RE-ELECTION OF MR ROBERT THOMSON AS A DIRECTOR
Signed at on 2022
Name
(In block letters)
Signature/s
Assisted by me
(If applicable)
Full name/s of signatory/ies if signing in a representative capacity
(In block letters and authority to be attached – see note 11)
Please read the notes below:
Notes
(1) Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of Southern Palladium) to attend,
speak, vote, or abstain from voting in place of that shareholder at the Annual General Meeting of shareholders.
(2) A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space/s
provided, with or without deleting “the Chairman of the Meeting,” but any such deletion must be initialled by the shareholder. The
person whose name stands first on the form of proxy and who is present at the Annual General Meeting of shareholders will be
entitled to act as proxy to the exclusion of those whose names follow.
(3) Forms of proxy must be lodged with or posted to the transfer secretaries, Computershare Investor Services (Proprietary)
Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa, (Private Bag X9000, Saxonwold, 2132,
South Africa), faxed to +27 11 688-5238 or emailed to Proxy@Computershare.co.za to be received by no later than Friday,
25 November 2022 at 5:00 pm SAST.
(4) The completion and lodging of this form of proxy will not preclude the shareholder from attending the Annual General Meeting and
speaking and voting in person to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
(5) If the signatory does not indicate in the appropriate place on the face hereof how he/she wishes to vote in respect of any
resolutions, his/her proxy shall be entitled to vote as he/she deems fit in respect of that resolution. The Chairman intends
to vote all available undirected proxies in favour of all Resolutions.
(6) The Chairman of the Meeting shall be entitled to decline to accept the authority of a person signing this form of proxy:
– under a power of attorney; or
– on behalf of a company
unless the power of attorney or authority is deposited at the office of Southern Palladium’s transfer secretaries, not less than 48
hours before the time appointed for the holding of the Annual General Meeting.
(7) The Chairman of the Meeting may reject or accept any form of proxy, which is completed and/or received other than in accordance
with these notes, provided that the Chairman is satisfied as to the way the shareholder concerned wishes to vote.
(8) Subject to note (2) above, a deletion of any printed matter and the completion of any blank spaces need not be signed or initialled.
Any alterations must be signed, not initialled.
(9) If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be authorised to vote the total shareholding
registered in the shareholder’s name.
(10) A vote given in terms of an instrument of proxy shall be valid in relation to the Annual General Meeting, notwithstanding the death
of the person granting it, or the revocation of the proxy, or the transfer of the shares in Southern Palladium in respect of which the
vote is given, unless an intimation in writing of such death, revocation or transfer is received by the transfer secretaries no less than
48 hours before the commencement of the Annual General Meeting.
(11) Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g., for a
company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this form of proxy unless previously
recorded by Southern Palladium or its transfer secretaries or waived by the Chairman of the Meeting.
(12) Where this form of proxy is signed under power of attorney, such power of attorney must accompany this form of proxy, unless it
has previously been registered with Southern Palladium or the transfer secretaries.
(13) Where there are joint holders of shares and if more than one such joint holder is present or represented thereat, then the person
whose name appears first in the register of such shares or his/her proxy shall alone be entitled to vote in respect thereof.
(14) Where shares are held jointly, all joint holders are required to sign.
(15) A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing his/her legal capacity are
produced or have been registered by the transfer secretaries of DRA Global.
(16) Dematerialised shareholders who have not selected “own-name” registration and who wish to attend the Annual General Meeting
or to vote by way of proxy, must advise their CSD Participant or broker who will issue the necessary letter of representation in
writing, for a dematerialised shareholder or proxy to do so.
Transfer Secretaries
Computershare Investor Services (Proprietary) Limited
Reg. No. 2004/003647/07
Proxy Dept. Private Bag X9000, Saxonwold, 2132, South Africa
Fax: +27 11 688-5238
Email: Proxy@Computershare.co.za
Date: 28-10-2022 09:00:00
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