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THE WATERBERG COAL COMPANY LTD - Notice of Annual General Meeting and Proxy Form

Release Date: 30/10/2014 14:25
Code(s): WCC     PDF:  
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Notice of Annual General Meeting and Proxy Form

THE WATERBERG COAL COMPANY LIMITED
ACN 065 480 453
NOTICE OF GENERAL MEETING


TIME:           4.00pm

DATE:           28 November 2014

PLACE:          38 Station Street
                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) 9485 0888.
CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)                                   3

Explanatory Statement (explaining the proposed resolutions)                                      5

Glossary                                                                                         7

Proxy Form                                                                             (enclosed)

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates
will be held at 4.00pm on 28 November 2014 at:

38 Station Street
Subiaco WA 6008

YOUR VOTE IS IMPORTANT

The business of the 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 Meeting are those who are
registered Shareholders at 4pm on 28 November 2014.

VOTING IN PERSON

To vote in person, attend the 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.

Sections 250BB and 250BC of the Corporations Act, which came into effect on 1 August
2011, 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 Meeting.
Broadly, the changes mean that:

*        if proxy holders vote, they must cast all directed proxies as directed; and


WCC NOTICE OF 2014 AGM                                                                       1
*        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:

         o           the proxy is not recorded as attending the meeting;

         o           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.




WCC NOTICE OF 2014 AGM                                                                        2
BUSINESS OF THE MEETING

AGENDA

1.         FINANCIAL STATEMENTS AND REPORTS

           To receive and consider the annual financial report of the Company for the
           financial year ended 30 June 2014 together with the declaration of the directors,
           the director’s report, the Remuneration Report and the auditor’s report.

2.         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 purposes of section 250R(2) of the Corporations Act and for all
                   other purposes, approval is given for the adoption of the Remuneration Report
                   as contained in the Company’s annual financial report for the financial year
                   ended 30 June 2014.”

           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 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 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; 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; and
                     (ii)   expressly authorises the Chair to exercise the proxy even though this
                            Resolution is connected directly or indirectly with the remuneration of a
                            member of the Key Management Personnel.


3.         RESOLUTION 2 – ELECTION OF DIRECTOR – MR EDWIN LEITH BOYD

           To consider and, if thought fit, to pass, with or without amendment, the following
           resolution as an ordinary resolution:

                   “That, for the purpose of Article 10 of the Constitution, ASX Listing Rule 14.4
                   and for all other purposes, Mr Edwin Leith Boyd, a Director who was
                   appointed as an additional Director on 21 May 2014, and being eligible, is
                   elected as a Director.”



DATED: 30 OCTOBER 2014

BY ORDER OF THE BOARD

STEPHEN MILLER
EXECUTIVE DIRECTOR

WCC NOTICE OF 2014 AGM                                                                                 3
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 2014 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.waterbergcoal.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 company or the directors of 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 a financial year.

           The chair of the meeting must allow a reasonable opportunity for its shareholders
           to ask questions about or make comments on the remuneration report at the
           annual general meeting.

2.2        Voting consequences

           Under changes to the Corporations Act which came into effect on 1 July 2011, 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 (Spill Resolution) if, at consecutive annual general meetings, at
           least 25% of the votes cast on a remuneration report resolution are voted against
           adoption of the remuneration report and at the first of those annual general
           meetings a Spill Resolution was not put to vote. If required, the Spill Resolution
           must be put to vote at the second of those annual general meetings.

           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.

           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.


WCC NOTICE OF 2014 AGM                                                                     4
           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.

2.3        Previous voting results

           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.

2.4        Proxy voting restrictions

           Shareholders appointing a proxy for this Resolution should note the following:

               Proxy                             Directions given      No directions given
               Key Management Personnel1         Vote as directed      Unable to vote3
               Chair2                            Vote as directed      Able to vote at discretion of
                                                                       Proxy4
               Other                             Vote as directed      Able to vote at discretion of
                                                                       Proxy

           Notes:

           1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are
           included in the Remuneration Report, or a Closely Related Party of such a member.

           2Refers to the Chair (where he/she is also a member of the Key Management Personnel
           whose remuneration details are included in the Remuneration Report), or a Closely Related
           Party of such a member).

           3Undirected proxies granted to these persons will not be voted and will not be counted in
           calculating the required majority if a poll is called on this Resolution.

           4The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all
           Resolutions.


3.         RESOLUTION 2 – ELECTION OF DIRECTOR TO THE BOARD –EDWIN LEITH BOYD

3.1        Legal requirements

           Article 10 of the Constitution allows the Board at any time to appoint a person to
           be a Director, either to fill a casual vacancy or as an addition to the existing
           Directors, but so that the total number of Directors does not at any time exceed
           the maximum number permitted by the Constitution.
           Pursuant to Article 10 of the Constitution and ASX Listing Rule 14.4, any Director
           appointed by the Board holds office only until the next following general
           meeting and is then eligible for election by Shareholders but shall not be taken
           into account in determining the Directors who are to retire by rotation at that
           meeting.
           Mr Edwin Leith Boyd, having been appointed on 21 May 2014 will retire in
           accordance with Article 10.3 of the Constitution and ASX Listing Rule 14.4 and
           being eligible, seek election from Shareholders.
3.2        Edwin Leith Boyd

           Mr Boyd has extensive and broad ranging directorial, corporate consulting,
           financial and senior executive experience across a range of industries including

WCC NOTICE OF 2014 AGM                                                                                    5
           the manufacturing, industrial engineering and, since 1993, in the resources
           sector.

           He is currently a director of ASX listed Anatolia Energy Ltd and three of its
           internationally registered subsidiaries. He is Director and Company Secretary of
           Firestone Energy Limited. Mr Boyd was also previously a director, executive
           director, CFO or company secretary of a number of ASX listed companies .

           He is currently the Chair of Trustees of a registered charity, a board member of a
           second charitable entity as well as a director of a number of private companies
           and Not for Profit organizations.

           Mr Boyd is a CPA and a Fellow of the Australian Institute of Company Directors




WCC NOTICE OF 2014 AGM                                                                      6
GLOSSARY

$ means Australian dollars.
Article means an article of the Constitution.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
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.
Chairman means the chair 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) for the purposes
         of the definition of ‘closely related party’ in the Corporations Act.
Company means The Waterberg Coal Company Limited (ACN 065 480 453).
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.
General Meeting or Meeting means the meeting convened by the Notice.
Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons having
authority and responsibility for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the consolidated entity,
directly or indirectly, including any director (whether executive or otherwise) of the
Company, or if the Company is part of a consolidated entity, of an entity within the
consolidated group.
Notice or Notice of Meeting means this notice of meeting including the Explanatory
Statement.
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 2014.
Resolutions means the resolutions set out in the Notice, or any one of them, as the
context requires.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.




WCC NOTICE OF 2014 AGM                                                                  7
All registry communications to:
Automic Registry Services
                                                                                                                             PO Box 223
ACN 065 480 453                                                                                                      West Perth WA 6872

PROXY FORM



Security Holder Appointment of Proxy – Annual General Meeting

                                                              (Name of Proxy)

    OR               The Chair as my/our proxy


or failing the person so named or, if no person is named, the Chair, 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 4.00pm on 28 November 2014 at 38 Station Street, Subiaco, WA 6008 and at any
adjournment thereof.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we
expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different
voting intention below) even though Resolution 1 are connected directly or indirectly with the remuneration of a
member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES
The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may
change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made
immediately disclosing the reasons for the change.


VOTING ON BUSINESS OF THE MEETING


Resolutions                                             For       Against       Abstain

1        Adoption of Remuneration Report




2        Election of Director –Mr Edwin Leith Boyd


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 be counted in computing the required majority on a poll.




SIGNATURE OF SHAREHOLDER(S):
Individual or Shareholder 1                          Shareholder 2                                    Shareholder 3


Sole Director / Company Secretary                    Director                                         Director / Company Secretary




WCC NOTICE OF 2014 AGM                                                                                                                        8
 INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

APPOINTING A PROXY

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the
Meeting. The appointed proxy may be an individual or body corporate.

If a Body Corporate is appointed to act as your proxy then a representative of that Body Corporate must be appointed to act as its
representative. When attending the meeting, the representative must bring a formal notice of appointment as per section 250D of the
Corporations Act. Such notice must be signed as required by section 127 of the Corporations Act or the Body Corporate’s Constitution.

If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their
behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll.

The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify
the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not
specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the
votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a
Shareholder.

Note: If you wish to appoint a second proxy, you may copy this form but you must return both forms together.

VOTING ON BUSINESS OF MEETING

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the
number of votes that the proxy may exercise by writing the 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 subject to the relevant laws.

Where more than one box is marked on an item the vote will be invalid on that item.

SIGNING INSTRUCTIONS

     -    Individual: Where the holding is in one name, the Shareholder must sign.
     -    Joint holding: Where the holding is in more than one name, all of the Shareholders should sign.
     -    Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of
          the power of attorney to this Proxy 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.

ATTENDING THE MEETING

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a
Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for
that Shareholder is suspended while the Shareholder is present at the Meeting.

LODGEMENT OF VOTES

To be effective, a validly appointed proxy must be received by the Company not less than 48 hours prior to commencement of the Meeting.

Proxy appointments can be lodged by:
     a) Hand Delivery – Automic Registry Services Suite 1a, Level 1 7 Ventnor Avenue West Perth WA 6005; or
     b) Post - to Automic Registry Services, PO Box 223, West Perth WA 6872; or
     c) Facsimile - to Automic Registry Services on facsimile number +61 8 9321 2337.
 Proxy Forms received later than this time will be invalid




 WCC NOTICE OF 2014 AGM                                                                                                                    9

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