Wrap Text
Notice of General Meeting and Form of Proxy
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW
ISIN: AU000000TAW7
(“Tawana” or “the Company”)
Tawana Resources NL
ACN 085 166 721
Notice of General Meeting
General Meeting of Shareholder to be held at 288 Churchhill Avenue,
Subiaco, Western Australia at 9:00 (WST) on 18 February 2015.
Important
This Notice of General Meeting should be read in its entirety. If Shareholders are in
doubt as to how to vote, they should seek advice from their professional adviser
prior to voting.
Notice of General Meeting
Notice is given that a General Meeting of Shareholders of Tawana Resources NL
ACN 085 166 721 (Company) will be held at 288 Churchill Avenue, Subiaco,
Western Australia commencing at 9:00am (WST) on 18 February 2015.
Business
Resolution 1 – Issue of Performance Options to Wayne Richards
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
“That for the purposes of section 208 of the Corporations Act and Listing Rule
10.11, and for all other purposes, approval be given for the issue of 10,000,000
Class D Performance Options, 10,000,000 Class E Performance Options and
10,000,000 Class F Performance Options to Wayne Richards or his nominee in
accordance with his employment agreement with the Company, as set out in the
Explanatory Statement.”
Voting exclusion
The Company will disregard any votes cast on Resolution 1 by Wayne Richards and any of his associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with
directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
By order of the Board
__________________________
Michael Naylor
Company Secretary
Tawana Resources NL
14 January 2015
Explanatory Statement
This Explanatory Statement has been prepared for the information of Shareholders
in relation to the business to be conducted at the Company’s General Meeting.
The purpose of this Explanatory Statement is to provide Shareholders with all
information known to the Company which is material to a decision on how to vote
on the Resolution in the accompanying Notice.
This Explanatory Statement should be read in conjunction with the Notice.
Capitalised terms used in the Notice and Explanatory Statement are defined in the
Glossary.
1. Proxies
Please note that:
(a) a Shareholder entitled to attend and vote at the General Meeting is
entitled to appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its
proxy;
(d) a body corporate appointed as a Shareholder’s proxy may appoint
an individual as its representative to exercise any of the powers that
the body may exercise as the Shareholder’s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two
proxies and may specify the proportion or number of votes each
proxy is appointed to exercise, but where the proportion or number is
not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and
lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and
the body corporate wishes to appoint an individual as its representative, the body
corporate should provide that person with a certificate or letter executed in
accordance with the Corporations Act authorising him or her to act as that
company’s representative. The authority may be sent to the Company in advance
of the General Meeting or handed in at the General Meeting when registering as a
corporate representative.
If a Shareholder intends to appoint the Chairman as its proxy on Resolution 1 the
Shareholder can direct the Chairman how to vote by marking the box on the
Resolution (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to
‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote,
the Shareholder can expressly authorise the Chairman to vote as the Chairman
thinks fit on Resolution 1 by marking the appropriate box on the Proxy Form even
though the Chairman may have an interest in the outcome of Resolution 1.
To vote by proxy, please complete and sign the enclosed Proxy Form and
send by:
(a) post to the Company’s registered office at 288 Churchill Avenue,
Subiaco, Western Australia 6008; or
(b) email to the Company Secretary at michael.naylor@tawana.com.au
so that it is received by no later than 9:00am (WST) on 16 February 2015.
Proxy Forms received later than this time will be invalid.
2. Voting entitlements
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations
Regulations 2001 (Cth), the Board has determined that a person’s
entitlement to vote at the General Meeting will be the entitlement of that
person set out in the register of Shareholders as at 9.00am (WST) on 16
February 2015. Accordingly, transactions registered after that time will be
disregarded in determining Shareholder’s entitlement to attend and vote at
the General Meeting.
Resolution 1 – Issue of Performance Options to Wayne Richards
3.1 Background
As announced on 11 December 2015, the Company made a number of Board and
executive management changes which included Wayne Richards being appointed
as the Chief Executive Officer (“CEO”) in addition to his current role as Executive
Chairman effective 1 January 2015.
In response to the Board and executive management changes and the current
market conditions, the Company reviewed the remuneration structure of Mr
Richards in consideration of his increased role and levels of responsibilities as CEO
and Executive Chairman. Whilst this review was taking place, Mr Richards agreed
to cancel his Class B and Class C Performance Options as approved by
Shareholders at a General Meeting held on 12 December 2013.
The Company subsequently entered into a revised employment agreement with Mr
Richards in relation to his additional role as CEO. Under the employment
agreement, Mr Richards is entitled to a base salary of $300,000 per annum
(inclusive of superannuation) and directors fees of $60,000 (inclusive of
superannuation). In addition, the Company has agreed, subject to Shareholder
approval, to issue the following securities to Mr Richards as part of his
remuneration package:
Security Number Vesting Expiry date Exercise price
Class D Performance 10,000,000 Upon 30 August $0.0001 each
Options satisfaction of 2015
the performance
criteria set out in
Annexure A
Class E Performance 10,000,000 Upon 30 August $0.0001 each
Options satisfaction of 2016
the performance
criteria set out in
Annexure A
Class F Performance 10,000,000 Upon 30 August $0.0001 each
Options satisfaction of 2017
the performance
criteria set out in
Annexure A
The Company believes that these securities provide a means by which the
Company can reward Mr Richards for signing on to his new position and also
provide a cost effective performance-based incentive to Mr Richards in his new
role. The Performance Options are structured in a manner to incentivise the longer-
term tenure and retention of Mr Richards. The Directors consider it prudent to
remunerate by way of securities so as to preserve the cash reserves of the
Company.
The benefit from the Performance Options will only be received if the Company
satisfies certain performance targets and Mr Richards pays the relevant exercise
price.
The Company is seeking Shareholder approval to the issue of the Performance
Options in accordance with section 208 of the Corporations Act and Listing Rule
10.11.
3.2 Section 208 of the Corporations Act
Section 208 of the Corporations Act states that a public company cannot give a
“financial benefit” (including an issue of shares and options) to a “related party” of
the Company unless one of the exceptions set out in section 210 to 216 of the
Corporations Act apply, or the holders of ordinary securities have approved the
giving of the financial benefit to the related party in a general meeting.
As a Director, Mr Richards is a related party of the Company within the meaning
specified under section 228 of the Corporations Act. Further, the provision of the
Performance Options constitutes a financial benefit within the meaning of section
229 of the Corporations Act. Accordingly, Shareholder approval is sought under
section 208 of the Corporations Act to permit the issue of the Performance Options
under Resolution 1 to Mr Richards as a related party of the Company.
As required by section 219 of the Corporations Act, the following information is
provided in relation to Resolution 1:
(a) Related party to whom the financial benefits are to be given
Wayne Richards (and/or his nominee).
(b) Nature of the financial benefits
The issue of 10,000,000 Class D Performance Options, 10,000,000 Class E
Performance Options, 10,000,000 Class F Performance Options to Mr
Richards. The Performance Options will be issued on the terms set out in
Annexure A.
(c) Valuation of the financial benefits
The Company has engaged Stantons International to prepare independent
valuations of the Performance Options.
Performance Options
The Black-Scholes option pricing model has been applied in providing
valuation information in respect to the Performance Options to be issued to
Mr Richards. Stantons International has determined that each Performance
Option has an implied value of $0.009013 for the Class D Performance
Options, $0.009073 for the Class E Performance Options and $0.009176 for
the Class F Performance Options. Accordingly, the aggregate implied value
of the Performance Options to be issued to Mr Richards is $272,620.
The following variables and assumptions were used in the valuation:
(i) A Share price of $0.010 (assumed closing price on the day of the
General Meeting being the market price on ASX on 15 December
2014).
(ii) A risk free interest rate of 2.31% (assumed on the day of the General
Meeting).
(iii) Respective expiry dates of 30 August 2015, 30 August 2016 and 30
August 2017.
(iv) An exercise price of $0.0001 each.
(v) Volatility of 100%.
(vi) No discount for non-transferability.
(vii) The underlying Shares do not currently pay a dividend.
(viii) In accordance with the relevant accounting standards no
discount has been applied to reflect the requirements to meet
the vesting conditions before the Performance Options vest.
(d) Current remuneration and security interests
Details of Mr Richards’ current annualised pro-rata remuneration, as well as
his security interests (both direct and indirect) in the Company as at the date
of the Notice, are outlined below:
Director Salary/fees Security interests
Wayne Richards $360,000 per 15,000,000 Fully Paid Ordinary Shares
annum (including
superannuation) 25,000,000 Class A Incentive Options
(e) Dilution
Performance Options
If all of the Performance Options issued under Resolution 1 were converted
into Shares, and no other Shares were issued by the Company, the
shareholding of existing Shareholders would, based on the current issued
capital of the Company, be diluted by approximately 2.03%.
(f) Accounting
The Company’s adoption of Australian equivalents to International Financial
Reporting Standards for reporting periods means that, under AASB2 Share-
based Payment, equity-based compensation (such as the Performance
Options under Resolution 1) will be recognised as an expense in respect of
the services received.
(g) Trading history
As at the date of the Notice, the Company had 1,475,250,387 Shares on
issue. The highest and lowest market sale price of the Shares in the
Company during the twelve months immediately preceding the date of the
Notice was $0.037 on 23 January 2014 and $0.007 on 31 December 2014.
The closing market sale price of the Company’s Shares on the ASX on 12
January 2015 was $0.010.
As at the date of the Notice, the Company had the following unlisted Options on
issue:
Grant date Expiry date Exercise price Number
28 May and 30 April 2015 $0.036 26,500,000
27 June 2012
10 Nov 2011 10 Nov 2015 $0.05 1,250,000
18 Dec 2013 12 Dec 2016 $0.015 30,000,000
18 Dec 2013 12 Dec 2016 $0.046 10,000,000
18 Dec 2013 12 Dec 2016 $0.018 10,000,000
12 Feb 2014 20 Jan 2017 $0.039 1,000,000
78,750,000
(h) Terms of securities
The terms of the Performance Options are set out in Annexure A.
(i) Opportunity costs to the Company
The Directors do not consider that there are any opportunity costs to the
Company or benefits foregone by the Company in issuing the Performance
Options.
(j) Intended use of funds raised
There will be no funds raised in connection with the issue of the
Performance Options under Resolution 1 as they are to be issued as part of
Mr Richards’ remuneration package under his employment contract. The
proceeds from a future exercise of the Performance Options are intended to
be applied towards meeting the working capital requirements of the
Company.
(k) Directors’ interests
Mr Richards has a material personal interest in the outcome of Resolution 1
as the recipient of the Performance Option. No other Director has a
material personal interest in the outcome of Resolution 1.
(l) Directors’ recommendations
Mr Richards expresses no opinion and makes no recommendation in
respect of the issue of the Performance Options to him as he has a material
personal interest in the outcome of Resolution 1.
Each of the other Directors recommends that Shareholders vote in favour of
the issue of the Performance Options to Mr Richards for the reasons set out
in the Explanatory Statement and on the basis that, in their opinion, the
proposed issue of Performance Options:
(i) provides a long-term incentive to Mr Richards linked to the future
success of the Company;
(ii) is a fair and reasonable alternative to additional cash
remuneration; and
(iii)is necessary to reflect remuneration benefits payable to directors
of other companies operating in the Company’s industry and
in an international business environment.
(m) Other information
Other than as set out in this Explanatory Statement, there is no further
information that is known to the Company or any of the Directors which
Shareholders would reasonably require in order to decide whether or not it
is in the Company’s best interests to pass Resolution 1.
3.3 Listing Rule 10.11
Listing Rule 10.11 provides that a company must not issue equity securities
to a “related party” without the approval of holders of ordinary securities, or
to a person whose relationship with the company or a related party of the
company is, in ASX’s opinion, such that approval should be obtained.
Further, Listing Rule 7.2 (Exception 14) states that approval pursuant to
Listing Rule 7.1 is not required if shareholder approval is obtained under
Listing Rule 10.11.
As a Director, Mr Richards is a related party of the Company within the
definition specified in Listing Rule 19.12. Accordingly, Shareholder approval
is sought under Listing Rule 10.11 to permit the issue of the Performance
Options under Resolution 1 to Mr Richards as a related party of the
Company.
The issue of the Performance Options under Resolution 1 will not affect the
capacity of the Company to issue securities in the next 12 months under
Listing Rule 7.1, as those securities (once issued) will be excluded from the
calculations under Listing Rule 7.1.
As required by Listing Rule 10.13, the following information is provided in
relation to Resolutions 1:
(a) Name of the person
Wayne Richards (and/or his nominee).
(b) Maximum number of securities to be issued
10,000,000 Class D Performance Options, 10,000,000 Class E
Performance Options, 10,000,000 Class F Performance Options.
(c) Date by which the entity will issue the securities
The Performance Options will be issued as soon as practicable after the
General Meeting and, in any event, no later than 1 month after the General
Meeting (or such later date to the extent permitted by any waiver of the
Listing Rules).
(d) Relationship that requires Shareholder approval
Mr Richards is a related party of the Company by virtue of being a Director
of the Company.
(e) Issue price of the securities
The Performance Options will be issued without payment of cash
consideration as they are being issued as part of Mr Richards’
remuneration package under his employment contract.
(f) Terms of the issue
The terms of the Performance Options are set out in Annexure A.
(g) Intended use of the funds raised
There will be no funds raised in connection with the issue of the
Performance Options under Resolution 1 as they are to be issued as part
of Mr Richards’ remuneration package under his employment contract.
The proceeds from a future exercise of the Performance Options,
however, are intended to be applied towards meeting the working capital
requirements of the Company.
Glossary
In this Notice and Explanatory Statement, the following terms have the following
meanings:
Annexure an annexure to the Explanatory Statement.
ASIC the Australian Securities and Investments
Commission.
ASX ASX Limited ACN 008 624 691 or the
Australian Securities Exchange, as the
context requires.
Board the board of Directors.
Chairman the chair of the General Meeting.
Class D Performance Option an Option on the terms set out in
Annexure A.
Class E Performance Option an Option on the terms set out in
Annexure A.
Class F Performance Option an Option on the terms set out in
Annexure A.
Company Secretary the company secretary of the Company.
Company Tawana Resources NL ACN 085 166 721.
Corporations Act Corporations Act 2001 (Cth).
Director a director of the Company.
Explanatory Statement the explanatory statement incorporated in
the Notice.
General Meeting the general meeting convened by the
Notice.
Listing Rules the ASX Listing Rules published and
distributed by ASX.
Notice the notice of general meeting incorporating
the Explanatory Statement.
Performance Option an Option on the terms set out in
Annexure A.
Proxy Form the proxy form attached to the Notice.
Option an option to acquire a Share.
Resolution a resolution contained in the Notice.
Section a section contained in the Explanatory
Statement.
Share a fully paid ordinary share in the capital of
the Company.
Shareholder a holder of a Share.
WST Western Standard Time, being the time in
Perth, Western Australia.
Annexure A – Performance Options
(a) (Performance Options) Each Performance Option is an option to acquire
an ordinary share in the capital of Tawana Resources NL (Company).
(b) (Exercise Price) The exercise price of each Performance Option is $0.0001
however the Performance Options are not exercisable until they have
vested.
(c) (Number of Performance Options) Each tranche of Performance Options
will be representative of 10 million Options.
(d) (General meetings) The Performance Options shall not confer on the
holder (Holder) the right to receive notices of general meetings and
financial reports and accounts of the Company that are circulated to holders
of fully paid ordinary shares in the capital of the Company (Shareholders).
Holders have the right to attend general meetings of Shareholders.
(e) (No voting rights) The Performance Options do not entitle the Holder to
vote on any resolutions proposed at a general meeting of Shareholders.
(f) (No dividend rights) The Performance Options do not entitle the Holder to
any dividends.
(g) (Rights on winding up) The Performance Options will not participate in the
surplus profits or assets of the Company upon winding up of the Company.
(h) (Not transferable) The Performance Options are not transferable.
(i) Reorganisation of capital) If at any time the issued capital of the
Company is reconstructed, all rights of a Holder will be changed to the
extent necessary to comply with the applicable Listing Rules at the time of
reorganisation.
(j) Application to ASX) The Performance Options will not be quoted on ASX.
However, upon conversion of the Performance Options into fully paid
ordinary shares (Shares), the Company must within 10 Business Days after
the conversion, apply for the official quotation of the Shares arising from the
conversion on ASX.
(k) (Participation in entitlements and bonus issues) Holders of Performance
Options will not be entitled to participate in new issues of capital offered to
Shareholders such as bonus issues and entitlement issues.
(l) (No other rights) The Performance Options give the Holders no rights
other than those expressly provided by these terms and those provided at
law where such rights at law cannot be excluded by these terms.
(m) (Board Discretion) The Board of Directors have the right to amend the
criteria associated with Milestones, if the KPI’s are no longer reflective of
the strategic direction or intention of the Company, subject to the Company
complying with the ASX Listing Rules (as appropriate). The Board of
Directors cannot change the exercise price, exercise period, or number of
underlying securities to be received upon exercise of the Performance
Options.
(n) (Vesting on achievement of milestones)
Vesting of the following types of Performance Options is subject to the
following milestones:
(i) Class D Performance Options (10,000,000)
The Class D Performance Options will vest upon achievement of the
following milestones (the Class D Performance Options Milestone)
on or before 30 August 2015:
(A) Progression of the Pre-Feasibility Study (PFS) in accordance
with the strategic direction of the Company, (acknowledging
the current delay in progressing the PFS due to the Ebola
outbreak, the declaration of a State of Emergency, and the
Declaration of Force Majeure on August 12 2014.
(B) Finalisation of the preferred Mofe Creek logistics business
solution, for the PFS study including, but not limited to, ore
trucking solutions, port storage and loading facilities, barging
and transhipment requirements and marketing preferences.
(C) Formulation and negotiation of the Mineral Development
Agreement (MDA) and progression of the Environmental and
Social Impact Assessment (ESIA) baseline process in
preparation for compiling an Environmental Impact
Assessment (EIA) document.
(D) Finalisation of the processing plant design criteria, including
flowsheet, Process Flow Diagrams and equipment design
and selection, for a PFS level of Project execution.
(E) Completion of a strategic business plan outlining the plant
throughput capacity, Project ramp-up, LOM plans and
duration, along with Project financials (NPV, IRR, DCF,
CAPEX, OPEX etc).
(F) Development of a financial model reflective of the preferred
Project funding methodologies to be deployed for the PFS.
(G) Target and secure strategic funding for the ongoing
progression of the Project Studies for the Mofe Creek
Project, in accordance with market conditions and sources of
available capital for iron ore projects.
(H) Structure the Board of Directors and Executive Team to
progress the Mofe Creek Project – from a corporate
compliance and Project delivery perspective.
(ii) Class E Performance Options (10,000,000)
The Class E Performance Options will vest upon achievement of the
following milestones (the Class E Performance Options Milestone) on or
before 30 August 2016:
(A) Selection and management of relevant engineering firms and
logistics groups to design and structure the appropriate
contractual and operational agreements to support the
development of a definitive feasibility study, subject to the MDA
being granted and a completed PFS.
(B) Completion of relevant metallurgical testwork programs and the
finalisation of a start-up mine plan/schedule.
(C) Submission of a Mining License Application for the initial Project
start-up.
(D) Conclusion of the MDA process, and the submission of
applications for all relevant licences, approvals and leases
required to transport the ore from the mine to the nominated
port/coastal location – as determined under the MDA process.
(E) Development of the contractual arrangements (commercial,
financial, legal and operational) for the transshipment (or
equivalent) of ore via the preferred coastal port site location.
(F) Environmental Protection Authority approval of the Company’s
EIA Plan
(G) Secure adequate funding to progress the Feasibility Study and
the refinement of the financial model to support the Feasibility
Study
(H) Structure, recruit and manage the required Board, senior
executive and principal project personnel.
(iii) Class F Performance Options (10,000,000)
The Class F Performance Options will vest upon achievement of the
following milestones (the Class F Performance Options Milestone) on
orbefore 30 August 2017:
(A) Completion of resource drilling, mine planning and the submission
of infrastructure and transport approvals and applications to
support the structuring of the Project financing model.
(B) Attainment of a Mining License for the optimal plant start-up
location, capacity and Project development timeline.
(C) Structuring and execution of a detailed marketing plan and/or
specific off-take agreements – to assist with Project funding and
bankability.
(D) Selection and Letting of the required Contracts to ensure the
completion of detailed design and early procurement of the
Project’s critical path items.
(E) Determine and/or secure funding for the progression of long-lead
items and Front End Engineering Design (FEED) requirements,
and the on-going Project/Corporate related expenditure.
(F) Finalisation of the new Port Operating Approvals along with
relevant transshipment applications and licences.
(G) Selection and progression of the preferred funding
methodologies, to fund, construct and commission the Mofe
Creek Project.
(H) Selection, recruit and manage the most effective Project and
Commercial/Legal teams and form the relevant committees to
ensure the Company’s project execution capability.
(o) (Lapse) If the relevant Milestone is not achieved by the required date or,
subject to clause (r), if the Holder ceases to be engaged by the Company
before the relevant Milestone is achieved, the relevant Performance Options
will lapse.
(p) (Exercise procedure) Subject to the Performance Options having vested,
the Holder may exercise the Performance Options at any time on or before
the expiry date (being the date that is one (1) day after the date that the
relevant Milestone must be achieved) by providing to the Company an
exercise notice with the relevant exercise monies. The Company will issue
the Holder with a new holding statement for the Shares within 10 Business
Days following exercise.
(q) (Ranking upon exercise) The Shares into which the Performance Options
may convert will rank pari passu in all respects with existing Shares.
(r) (Vesting on Change of Control) All unvested Performance Options will
immediately vest and be exercisable if any of the following change of control
events occur prior to the required date for achievement of the relevant
Milestone and prior to the cessation of the Holder’s engagement with the
Company:
(i) a party acquires a relevant interest in more than 50% of the Shares
in the Company under a scheme of arrangement between the
Company and its creditors or members or any class thereof pursuant
to section 411 of the Corporations Act;
(ii) a party acquires a relevant interest in more than 50% of the
Company’s ordinary Shares pursuant to a takeover bid; or
(iii) a person or a group of associated persons or party becomes entitled
to or acquires sufficient Shares to give it or them the ability, in
general meeting, to replace all or a majority of the Board and such
changes to the Board are implemented.
All Performance Options vesting under this clause will lapse unless they are
exercised within 60 days of vestment.
Tawana Resources NL
ACN 085 166 721
Proxy Form
I/We
Of
being a member of Tawana Resources NL ACN 085 166 721 entitled to attend and vote at the
General Meeting, hereby
Appoint
Name of Proxy
OR the Chairman of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chairman of the General Meeting, or the
Chairman’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 General Meeting to be held
at 9.00am (WST) on Wednesday, 18 February 2015 at 288 Churchill Avenue, Subiaco, Western
Australia, and at any adjournment thereof.
Voting on Business of the General Meeting
Please mark “X” in the box to indicate your voting directions to your proxy. The Chairman of the General Meeting intends to
vote undirected proxies in FAVOUR of the resolution. In exceptional circumstances, the Chairman of the General Meeting
may change his/her voting intention on the resolution, in which case an ASX announcement will be made.
For Against Abstain
Resolution 1 Issue of Performance Options to Wayne Richards
Note: If you have appointed or are deemed to have appointed the Chairman as your proxy and you
do not specify the way the proxy is to vote on any resolution, by your signature of this proxy form, you
will expressly authorise the Chairman to exercise the proxy. 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.
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):_____________________________
Instructions for Proxy Form
1 Your name and address
Please print your name and address as it appears on your holding statement and the Company’s share
register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated.
Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise
their broker of any changes. Please note you cannot change ownership of your securities using this form.
2 Appointment of a proxy
You are entitled to appoint no more than two proxies to attend and vote on a poll on your 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 your voting rights. If you appoint two proxies and the appointment
does not specify this proportion, each proxy may exercise half of your votes.
If you wish to appoint the Chairman of the General Meeting as your proxy, please mark the box. If you leave this
section blank or your named proxy does not attend the General Meeting, the Chairman will be your proxy. A proxy
need not be a Shareholder.
3 Voting on Resolutions
You may direct a proxy how to vote by marking one of the boxes opposite each 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 your vote
will be invalid on that item.
4 Signing instructions
You must sign this form as follows in the spaces provided:
(a) (Individual) Where the holding is in one name, the holder must sign.
(b) (Joint holding) Where the holding is in more than one name, all of the shareholders should
sign.
(c) (Power of Attorney) If you have not already lodged the Power of Attorney with the Company’s
share registry, please attach a certified photocopy of the Power of Attorney to this form when
you return it.
(d) (Companies) Where the company has a sole director who is also the sole company secretary,
this form must be signed by that person. If the company (pursuant to section 204A of the
Corporations Act) does not have a company secretary, a sole director can also sign alone.
Otherwise this form must be signed by a director jointly with either another director or a company
secretary. Please indicate the office held by signing in the appropriate place.
If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate
Representative” should be produced prior to admission.
5 Return of a Proxy Form
To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney and/or
second Proxy Form) and return by:
(a) mail to the Company’s registered office at 288 Churchill Avenue, Subiaco, Western Australia,
6008; or
(b) email to the Company Secretary at michael.naylor@tawana.com.au
so that it is received by no later than 9.00am (WST) on Monday, 16 February 2015. Proxy Forms received
later than this time will be invalid.
15 January 2015
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
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