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Notice of Annual General Meeting
FIRESTONE ENERGY LIMITED
(Incorporated in Australia)
(Registration number ABN 058 436 794)
Share code on the JSE Limited: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
(SA company registration number 2008/023973/10)
("FSE" or "the Company")
FIRESTONE ENERGY LIMITED
ABN 71 058 436 794
NOTICE OF ANNUAL GENERAL MEETING
TIME: 11:00 am (WST)
DATE: 29 November 2013
PLACE: Level 1, 330 Churchill Avenue
Subiaco, WA 6008
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) 9200 4465.
CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions)
Explanatory Statement (explaining the proposed resolutions)
Glossary
Proxy Form
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the Annual General Meeting of the Shareholders to which this Notice
of Meeting relates will be held at 11.00am (WST) on 29 November 2013, at:
Level 1, 330 Churchill Avenue
Subiaco, WA 6008
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is
important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting
are those who are registered Shareholders at 4.00pm (WST) on 27 November 2013.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and place set
out above.
VOTING BY PROXY
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.
In accordance with section 249L of the Corporations Act, members are advised that:
• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and
may specify the proportion or number of votes each proxy is appointed to
exercise. If the member appoints 2 proxies and the appointment does not
specify the proportion or number of the member’s votes, then in accordance
with section 249X(3) of the Corporations Act, each proxy may exercise one-half
of the votes.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August
2011 and apply to voting by proxy on or after that date. Shareholders and their proxies
should be aware of these changes to the Corporations Act, as they will apply to this
Annual General Meeting. Broadly, the changes mean 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.
Further details on these changes is set out below.
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).
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;
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.
BUSINESS OF THE MEETING
AGENDA
ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial
year ended 30 June 2013 together with the declaration of the Directors, the Directors’
report, the Remuneration Report and the auditor’s report.
1. RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a non-binding resolution:
“That, for the purpose 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 financial report for the
financial year ended 30 June 2013.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 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 the Resolution; 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; and
(ii) expressly authorises the Chair to exercise the proxy even if the
Resolution is connected directly or indirectly with the remuneration of
a member of the Key Management Personnel for the Company, or if
the Company is part of a consolidated entity, for the entity.
2. RESOLUTION 2 ELECTION OF DIRECTOR – STEPHEN MILLER
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 8.1(e) of the Constitution, ASX Listing Rule
14.4, and for all other purposes, Stephen Miller, a Director who was
appointed since the last annual general meeting, will retire at the Meeting
in accordance with the Constitution, and being eligible, is elected as a
Director of the Company.”
3. RESOLUTION 3 ELECTION OF DIRECTOR – BRIAN MCMASTER
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 8.1(e) of the Constitution, ASX Listing Rule
14.4, and for all other purposes, Brian McMaster, a Director who was
appointed since the last annual general meeting, will retire at the Meeting
in accordance with the Constitution, and being eligible, is elected as a
Director of the Company.”
4. RESOLUTION 4 RE-ELECTION OF DIRECTOR BEN MPHAHLELE
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 8.1(e) of the Constitution, ASX Listing Rule
14.4, and for all other purposes, Ben Mphahlele, a Director, retires by
rotation, and being eligible, is re-elected as a Director.”
5. RESOLUTION 5 RE-ELECTION OF DIRECTOR PIUS KASOLO
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 8.1(e) of the Constitution, ASX Listing Rule
14.4, and for all other purposes, Pius Kasolo, a Director, retires by rotation,
and being eligible, is re-elected as a Director.”
6. RESOLUTION 6 ELECTION OF DIRECTOR DAVID KNOX
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 8.1(e) of the Constitution, ASX Listing Rule
14.4, and for all other purposes, David Knox, a Director who was appointed
since the last annual general meeting, will retire at the Meeting in
accordance with the Constitution, and being eligible, is elected as a
Director of the Company.”
7. RESOLUTION 7 ISSUE OF SHARES TO BBY NOMINEES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Company to issue 49,296,296 Shares to BBY
Nominees on the terms and conditions set out in the Explanatory
Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any
person who may participate in the proposed issue and a person who might obtain a
benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the
Resolution is passed and any associates of those persons. However, the Company need
not disregard a vote if 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, it is cast by the person chairing
the meeting 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.
DATED: 24 OCTOBER 2013
BY ORDER OF THE BOARD
STEPHEN MILLER
CHIEF EXECUTIVE OFFICER
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to pass the
Resolutions which are the subject of the business of the Meeting.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include
receipt and consideration of the annual financial report of the Company for the
financial year ended 30 June 2013 together with the declaration of the Directors,
the Directors’ report, the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial
report to Shareholders unless specifically requested to do so. The Company’s
annual financial report is available on its website at www.firestoneenergy.com.au.
2. RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
2.1 General
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 ending 30 June 2013.
A reasonable opportunity will be provided for discussion of the Remuneration
Report at the Annual General Meeting.
2.2 Voting consequences
Under recent changes to the Corporations Act which came into effect on 1 July
2011, if at least 25% of the votes cast on a remuneration report resolution are
voted against adoption of the remuneration report in two consecutive annual
general meetings, the Company will be required to put to Shareholders a
resolution proposing the calling of an extraordinary general meeting to consider
the appointment of directors of the Company (Spill Resolution) at the second
annual general meeting.
If more than 50% of shareholders vote in favour of the Spill Resolution, the
company must convene the extraordinary general meeting (Spill Meeting)
within 90 days of the second annual general 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 financial year
ended immediately before the second annual general meeting) 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.
At the Company’s previous Annual General Meeting the votes cast against the
Remuneration Report considered at that Annual General Meeting were less than
25%. Accordingly, the Spill Resolution is not relevant for this Annual General
Meeting.
2.3 Proxy Restrictions
Shareholders appointing a proxy for Resolution 1 should note the following:
If you appoint a member of the Key Management Personnel as your proxy
If you elect to appoint a member of Key Management Personnel whose
remuneration details are included in the Remuneration Report, or a Closely
Related Party of that member, you must direct the proxy how they are to vote.
Undirected proxies granted to these persons will not be included in any vote on
Resolution 1.
If you appoint the Chair as your proxy
If you elect to appoint the Chair as your proxy, you do not need to direct the
Chair how you wish them to exercise your vote on Resolution 1, however if you
do not direct the Chair how to vote, you must tick the acknowledgement on the
proxy form to acknowledge that the Chair may exercise their discretion in
exercising your proxy even though Resolution 1 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, and you do not need to tick
any further acknowledgement on the proxy form.
3. RESOLUTIONS 2 AND 3 ELECTION OF DIRECTORS STEPHEN MILLER AND BRIAN
MCMASTER
Clause 8.1 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.
Pursuant to clause 8.1 of the Constitution and ASX Listing Rule 14.4, any Director
so appointed holds office only until the next following annual general meeting
and is then eligible for re-election.
Mr Stephen Miller and Mr Brian McMaster will retire from office in accordance
with the requirements of clause 8.1 of the Constitution and being eligible submit
themselves for re-election in accordance with clause 8.1.
4. RESOLUTION 4 AND 5 RE-ELECTION OF DIRECTOR BEN MPHAHLELE AND PIUS
KASOLO
ASX Listing Rule 14.4 provides that a director of an entity must not hold office
(without re-election) past the third AGM following the director’s appointment or
3 years, whichever is the longer.
Clause 8.1 of the Constitution requires that at the Company's annual general
meeting in every year, one-third of the Directors for the time being, or, if their
number is not a multiple of 3, then the number nearest one-third (rounded down
to the nearest whole number), shall retire from office, 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 Directors to retire at an annual general meeting are those who have been
longest in office since their last election, but, as between persons who became
Directors on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by drawing lots.
A Director who retires by rotation under clause 8.1 of the Constitution is eligible
for re-election.
The Company currently has 6 Directors and accordingly 2 must retire.
Ben Mphahlele and Pius Kasolo, the Director’s longest in office since their last
election, retire by rotation and seek re-election.
5. RESOLUTION 6 ELECTION OF DIRECTOR DAVID KNOX
Clause 8.1 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.
Pursuant to clause 8.1 of the Constitution and ASX Listing Rule 14.4, any Director
so appointed holds office only until the next following annual general meeting
and is then eligible for re-election.
Mr David Knox will retire from office in accordance with the requirements of
clause 8.1 of the Constitution and being eligible submits himself for re-election in
accordance with clause 8.1.
6. RESOLUTION 7 ISSUE OF SHARES TO BBY NOMINEES
6.1 General
Resolution 7 seeks Shareholder approval for the issue of 49,296,296 Shares to BBY
Nominees in satisfaction of an unpaid debt of $250,000 (Debt) which was
payable on 17 May 2013 pursuant to the drawdown under the Share
Subscription Agreement between BBY Nominees and the Company.
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue more equity securities during any 12 month
period than that amount which represents 15% of the number of fully paid
ordinary securities on issue at the commencement of that 12 month period.
The effect of Resolution 7 will be to allow the Company to issue the Shares
pursuant to the Share Subscription Agreement during the period of 3 months
after the Meeting (or a longer period, if allowed by ASX), without using the
Company’s 15% annual placement capacity. In the event that Shareholder
approval is not obtained for the issue, the Company will issue 49,296,296 Shares
to BBY Nominees using its 15% annual placement capacity upon having
capacity to do so.
6.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following
information is provided in relation to the BBY Nominees Issue:
(a) the maximum number of Shares to be issued is 49,296,296;
(b) the Shares will be issued no later than 3 months after the date of the
Meeting (or such later date to the extent permitted by any ASX waiver
or modification of the ASX Listing Rules) and it is intended that issue of
the Shares will occur on the same date;
(c) the Shares will be issued for nil cash consideration in satisfaction of
amounts owing to BBY Nominees under the Share Subscription
Agreement;
(d) the Shares will be issued to BBY Nominees, who are not a related party
of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company’s
existing Shares; and
(f) no funds will be raised from the issue as the Shares are being issued in
satisfaction of the Debt.
GLOSSARY
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
BBY Nominees means BBY Nominees Pty Limited (ACN 007 001 443)
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.
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 means FIRESTONE ENERY LIMITED (ABN 71 058 436 794).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current Directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards and
broadly includes those persons having authority and responsibility for planning, directing
and controlling the activities of the Company, directly or indirectly, including any director
(whether executive or otherwise) of the Company.
Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of
Annual General Meeting including the Explanatory Statement 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 2013.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as
the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Share Subscription Agreement means the share subscription agreement between the
Company and BBY Nominees dated 26 April 2012.
WST means Western Standard Time as observed in Perth, Western Australia.
FIRESTONE ENERGY LIMITED ACN 058 436 794
ANNUAL GENERAL MEETING - APPOINTMENT OF PROXY
I/We
of
being a member of Firestone Energy Limited entitled to attend and vote at the Annual General Meeting,
hereby
Appoint
Name of proxy
OR the Chair of the Annual General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to
vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the
proxy sees fit, at the Annual General Meeting to be held at 11:00 am (WST), on 29 November 2013 at Level 1, 330 Churchill
Avenue, Subiaco, Western Australia, and at any adjournment thereof.
Comment
Important for Resolution 1: If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 and the
Chair is, or may by default be, appointed your proxy, you must mark the box below.
I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolution 1 (except
where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise
my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the
Key Management Personnel.
If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair
how to vote, the Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required
majority if a poll is called on Resolution 1.
OR
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Election of Director – Stephen Miller
Resolution 3 – Election of Director – Brian McMaster
Resolution 4 – Re-Election of Director – Ben Mphahlele
Resolution 5 – Re-Election of Director – Pius Kasolo
Resolution 6 – Election of Director – David Knox
Resolution 7 – Issue of Shares to BBY Nominees
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that
Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority
on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is %
Signature of Member(s): Date:
______________________
Individual or Member 1 Member 2 Member 3
Sole Director/Company Secretary Director Director/Company Secretary
Contact Name: ______________________________________ Contact Ph (daytime): ______________________________
FIRESTONE ENERGY LIMITED
ACN 058 436 794
Instructions for Completing ‘Appointment of Proxy’ Form
1. (Appointing a Proxy): A member entitled to attend and vote at an Annual General Meeting is
entitled to appoint not more than two proxies to attend and vote on a poll on their behalf.
The appointment of a second proxy must be done on a separate copy of the Proxy Form.
Where more than one proxy is appointed, such proxy must be allocated a proportion of the
member’s voting rights. If a member appoints two proxies and the appointment does not
specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need
not be a member of the Company.
2. (Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes
opposite each item of business. The direction may specify the proportion or number of votes
that the proxy may exercise by writing the percentage or number of Shares next to the box
marked for the relevant item of business. Where a box is not marked the proxy may vote as
they choose. Where more than one box is marked on an item the vote will be invalid on that
item.
3. (Signing Instructions):
(Individual): Where the holding is in one name, the member must sign.
(Joint Holding): Where the holding is in more than one name, all of the members
should sign.
(Power of Attorney): If you have not already provided the Power of Attorney with the
registry, please attach a certified photocopy of the Power of Attorney to this form
when you return it.
(Companies): Where the company has a sole director who is also the sole company
secretary, that person must sign. Where the company (pursuant to Section 204A of
the Corporations Act) does not have a company secretary, a sole director can also
sign alone. Otherwise, a director jointly with either another director or a company
secretary must sign. Please sign in the appropriate place to indicate the office held.
In addition, if a representative of a company is appointed pursuant to Section 250D
of the Corporations Act to attend the Meeting, the documentation evidencing such
appointment should be produced prior to admission to the Meeting. A form of a
certificate evidencing the appointment may be obtained from the Company.
4. (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from
attending the Annual General Meeting in person if they wish. Where a member completes
and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the
proxy’s authority to speak and vote for that member is suspended while the member is
present at the Annual General Meeting.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form
and return by:
(a) deliver the proxy form by hand to the Company’s registered office at Level 1, 330
Churchill Avenue, Subiaco, Western Australia;
(b) mail the proxy form to the Company’s registered office at PO Box 540 Subiaco,
Western Australia, 6904; or
(c) send the proxy form by facsimile to the Company on facsimile number +61 8 9200
4469,
so that it is received not later than 11:00 am (WST) on 27 November 2013.
Proxy forms received later than this time will be invalid.
Johannesburg
29 October 2013
Sponsor
River Group
Date: 29/10/2013 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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