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Notice of General Meeting
The Waterberg Coal Company Limited
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC | JSE: WCC | ISIN: AU000000WCC9
(“WCC” or “the Company”)
THE WATERBERG COAL COMPANY LIMITED
ACN 065 480 453
NOTICE OF GENERAL MEETING
TIME: 3.00 pm
DATE: 30 November 2015
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 9
Schedule 1 – Terms and Conditions of $0.10 Loyalty Options pursuant to
Resolution 3 11
Schedule 2 – Terms and Conditions of $0.15 Loyalty Options pursuant to
Resolution 3 13
Proxy Form (enclosed)
IMPORTANT INFORMATION
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 3.00 pm (WST) on 30 November 2015 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 5.00pm (WST) on
28 November 2015.
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.
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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
* 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.
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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 2015 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 2015.”
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 – RE-ELECTION OF DIRECTOR – DR MATHEWS PHOSA
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 10.3(b)iv of the
Constitution, ASX Listing Rule 14.5 and for all other
purposes, Dr Mathews Phosa, a Director who retires by
rotation, and being eligible, is elected as a Director.”
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4. RESOLUTION 3 – ISSUE OF LOYALTY OPTIONS TO UNRELATED PARTIES
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 up
to 40,000,000 Options 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: 30 OCTOBER 2015
BY ORDER OF THE BOARD
STEPHEN MILLER
EXECUTIVE DIRECTOR
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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 2015 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
WCC - Notice of 2015 AGM FINAL 30-10-2015.docx 5
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.
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 Direction No Direction Given
Given
Key Management Vote as Unable to vote3
Personnel1 directed
Chair2 Vote as Able to vote at
directed discretion of Proxy4
Other Vote as Able to vote at
directed 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.
2
Refers 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).
3
Undirected 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.
4
The Proxy Form notes it is the Chair’s intention to vote all undirected proxies
in favour of all Resolutions.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR TO THE BOARD – DR MATHEWS
PHOSA
3.1 Legal requirements
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 year, whichever is the longer.
Article 10.3(b) of the Constitution requires that there be an
election of Directors (other than the Managing director) at each
annual general meeting of the Company. The Director who has been a
Director the longest without re-election must retire and stand for
re-election. If two or more Directors have been a Director the
longest and an equal time without re-election, then in default of
agreement, the Director to retire will be determined by ballot.
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Dr Mathews Phosa is the currently the longest standing Director
without re-election who retires in accordance with Article
10.3(b)(iv) of the Constitution and ASX Listing Rule 14.5 and being
eligible, each seeks election from Shareholders.
3.2 Dr Mathews Phosa
Dr Phosa joined the Board on 28 October 2013 and was appointed
Chairman on 17 March 2014.
Dr Phosa, an attorney by profession, is a leading figure in South
Africa’s business and political world. Dr Phosa opened the first
black law practice in Nelspruit in 1981 and worked as a partner until
1985 when he was forced into exile. While in exile, he underwent
political and military training, after which he became the Regional
Commander for Umkhonto we Sizwe (MK) the then military wing of the
African National Congress (ANC) in Mozambique. He was one of four
ANC members to be sent back to South Africa in 1990 to start the
negotiation process with the former government where he played a
prominent role in the processes to establish a peaceful transition to
a fully democratic South Africa.
Dr Phosa was elected as the first Premier of Mpumalanga Province in
1994. Following the elections in 1999, he resigned his seat in
parliament in favour of focusing his attention on a career in
business.
Dr Phosa re-entered the political arena in 2007 when he was elected
Treasurer-General of the National Executive Committee of the ANC
until December 2012.
Dr Phosa is Chairperson of Special Olympics South Africa, Innibos
Arts Festival and Chairperson of Council of the University of South
Africa (UNISA). Dr Phosa was awarded a Lifetime Achievement Award
for his contribution to transformation and empowerment at the 12th
Oliver Empowerment Awards ceremony on 26 April 2013.
Dr Phosa holds directorships with listed companies including Value
Group Ltd (Johannesburg Stock Exchange: VLE), Jubilee Platinum plc
(London Stock Exchange AIM: JLP) and Bauba Platinum Ltd (Johannesburg
Stock Exchange: BAU) as well as a number of unlisted entities. Dr
Phosa also sits as a trustee to the Afrikaans Handels Instituut
(AHI).
Dr Phosa is a current director of Firestone Energy Limited (ASX Code:
FSE).
The Board supports the re-election of Dr Phosa and considers him to
be an independent director.
4. RESOLUTION 3 – ISSUE LOYALTY OPTIONS TO SEED CAPITALISTS
4.1 General
Resolution 7 seeks Shareholder approval for the issue of up to
40,000,000 Options, comprising:
(a) 20,000,000 Options exercisable at $0.10 on or before 30
November 2017 ($0.10 Loyalty Options); and
(b) 20,000,000 Options exercisable at $0.15 on or before 30
November 2017 ($0.15 Loyalty Party Options);
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(together the Loyalty Options).
Resolution 7 seeks Shareholder approval to issue the Loyalty Options.
The Company propose to issue the Loyalty Options to longstanding
Shareholders in replacement of recently expired Options held by those
Shareholders. The Directors will determine to whom the Loyalty
Options will be issued but none of these persons will be related
parties of the Company.
4.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a company must not, subject to
specified exceptions, issue or agree to issue during any 12 month
period any equity securities, or other securities with rights to
conversion to equity (such as an option), if the number of those
securities exceeds 15% of the number of securities in the same class
on issue at the commencement of that 12 month period.
The effect of Resolution 7 will be to allow the Company to issue the
Loyalty Options 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.
4.3 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 Placement:
(a) the maximum number of Options to be issued is 40,000,000
comprising;
(i) 20,000,000 $0.10 Loyalty Options; and
(ii) 20,000,000 $0.15 Loyalty Options.
(b) the Options 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 Options will occur
on the same date;
(c) The loyalty Options will be issued to longstanding
Shareholders in replacement of recently expired Options held
by those Shareholders. The Directors will determine to whom
the Loyalty Options will be issued but these persons will not
be related parties of the Company;
(d) the terms and conditions of the $0.10 Loyalty Options are set
out in Schedule 6 and the terms and conditions of the $0.15
Loyalty Options are set out in Schedule 1;
(e) the Loyalty Options will be granted for nil cash
consideration, accordingly no funds will be raised;
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5. GLOSSARY
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
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.
Equity Securities includes a Share, a right to a Share or Option, an Option,
a convertible security and any security that ASX decides to classify as an
Equity Security.
Explanatory Statement means the explanatory statement accompanying 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.
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Notice or Notice of Meeting means this notice of meeting including the
Explanatory Statement.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Ordinary Securities has the meaning set out in the ASX Listing Rules.
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 2015.
Resolutions means the resolutions set out in the Notice, 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.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western Australia.
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SCHEDULE 1 - TERMS AND CONDITIONS OF 10C LOYALTY OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one fully paid
ordinary share (Share) in the capital of The Waterberg Coal Company
Limited (Company) upon exercise of the Option.
(b) Exercise Price
The amount payable upon exercise of each Option will be AUD0.10 (ten
Australian cents) (Exercise Price).
(c) Expiry Date
Each Option will expire at 5:00 pm, Western Australian time, on 30
November 2017 (Expiry Date). An Option not exercised before the Expiry
Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time until the Expiry Date
(Exercise Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in
writing to the Company (Notice of Exercise) and payment of the
Exercise Price for each Option being exercised in Australian currency
by electronic funds transfer or other means of payment acceptable to
the Company. Any Notice of Exercise of an Option received by the
Company will be deemed to be a notice of the exercise of that number
of options as at the date of receipt.
(f) Minimum Number of Options to be Exercised
The minimum number of Options which can be exercised at any given time
is 12,500 being the equivalent of AUD$1,000.00. A Notice of Exercise
is only effective on and from the later of the date of receipt of the
Notice of Exercise and the date of receipt of the payment of the
Exercise Price for each Option being exercised in cleared funds
(Exercise Date).
(g) Timing
Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined
in section 708A(7) of the Corporations Act) (if any) ceases to
be excluded information,
but in any case no later than 20 Business Days after receipt of a
Notice of Exercise given in accordance with these terms and conditions
and payment of the Exercise Price for each option being exercised, the
Company will:
(iii) allot and issue the number of Shares required under these terms
and conditions in respect of the number of Options specified in
the Notice of Exercise and for which cleared funds have been
received by the Company;
(iv) give ASX a notice that complies with section 708A(5)(e) of the
Corporations Act, or lodge a prospectus with ASIC that
qualifies the Shares for resale under section 708A(11) of the
Corporations Act; and
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(v) apply for official quotation on ASX of Shares issued pursuant
to the exercise of the unlisted Options.
If a notice delivered under (g)(iv) for any reason is not effective to
ensure that an offer for sale of the Shares does not require
disclosure to investors, the Company must, no later than thirty (30)
days after becoming aware of such notice being ineffective, lodge with
ASIC a prospectus prepared in accordance with the Corporations Act and
do all such things necessary to satisfy section 708A(11) of the
Corporations Act to ensure that an offer for sale of the Shares does
not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then
issued shares of the Company. Application will be made by the Company
to ASX for quotation of the Shares
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all
rights of an Option holder are to be changed in a manner consistent
with the Corporations Act and the ASX Listing Rules at the time of the
reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the
Options and holders will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Options
without exercising the Options.
(k) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a
change in the number of underlying securities over which the Option
can be exercised.
(l) Unlisted
The Company will not apply for quotation of the Options on ASX.
(m) Transferability
The Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian securities
laws.
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SCHEDULE 2 - TERMS AND CONDITIONS OF 15C LOYALTY OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one fully paid
ordinary share (Share) in the capital of The Waterberg Coal Company
Limited (Company) upon exercise of the Option.
(b) Exercise Price
The amount payable upon exercise of each Option will be AUD0.15
(fifteen Australian cents) (Exercise Price).
(c) Expiry Date
Each Option will expire at 5:00 pm, Western Australian time, on 30
November 2017 (Expiry Date). An Option not exercised before the Expiry
Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time until the Expiry Date
(Exercise Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in
writing to the Company (Notice of Exercise) and payment of the
Exercise Price for each Option being exercised in Australian currency
by electronic funds transfer or other means of payment acceptable to
the Company. Any Notice of Exercise of an Option received by the
Company will be deemed to be a notice of the exercise of that number
of options as at the date of receipt.
(f) Minimum Number of Options to be Exercised
The minimum number of Options which can be exercised at any given time
is 12,500 being the equivalent of AUD$1,000.00. A Notice of Exercise
is only effective on and from the later of the date of receipt of the
Notice of Exercise and the date of receipt of the payment of the
Exercise Price for each Option being exercised in cleared funds
(Exercise Date).
(g) Timing
Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined
in section 708A(7) of the Corporations Act) (if any) ceases to
be excluded information,
but in any case no later than 20 Business Days after receipt of a
Notice of Exercise given in accordance with these terms and conditions
and payment of the Exercise Price for each option being exercised, the
Company will:
(iii) allot and issue the number of Shares required under these terms
and conditions in respect of the number of Options specified in
the Notice of Exercise and for which cleared funds have been
received by the Company;
(iv) give ASX a notice that complies with section 708A(5)(e) of the
Corporations Act, or lodge a prospectus with ASIC that
qualifies the Shares for resale under section 708A(11) of the
Corporations Act; and
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(v) apply for official quotation on ASX of Shares issued pursuant
to the exercise of the unlisted Options.
If a notice delivered under (g)(iv) for any reason is not effective to
ensure that an offer for sale of the Shares does not require
disclosure to investors, the Company must, no later than thirty (30)
days after becoming aware of such notice being ineffective, lodge with
ASIC a prospectus prepared in accordance with the Corporations Act and
do all such things necessary to satisfy section 708A(11) of the
Corporations Act to ensure that an offer for sale of the Shares does
not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then
issued shares of the Company. Application will be made by the Company
to ASX for quotation of the Shares
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all
rights of an Option holder are to be changed in a manner consistent
with the Corporations Act and the ASX Listing Rules at the time of the
reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the
Options and holders will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Options
without exercising the Options.
(k) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a
change in the number of underlying securities over which the Option
can be exercised.
(l) Unlisted
The Company will not apply for quotation of the Options on ASX.
(m) Transferability
The Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian securities
laws.
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PROXY FORM
THE WATERBERG COAL COMPANY LIMITED
ACN 065 480 453
ANNUAL GENERAL MEETING
I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR: the Chair of the Meeting 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 Meeting to be
held at 3.00pm, on 30 November 2015 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
Resolutions 1, 5, 6, 7, 9, 10 and 11 (except where I/we have indicated a different
voting intention below) even though Resolutions 1, 5, 6, 7, 9, 10 and 11 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 FOR AGAINST ABSTAIN
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-Election of Director, Dr Matthews Phosa
Resolution 3 Issue of Loyalty Options to Unrelated Parties
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.
If two proxies are being appointed, the proportion of voting rights this
proxy represents is:
%
Signature of Shareholder(s):
Individual or Shareholder
Shareholder 2 Shareholder 3
1
Sole Director/Company Director Director/Company Secretary
Secretary
Date:
Contact ph
Contact name: (daytime):
E-mail Consent for contact by e- YES NO
Proxy 1
address: mail in relation to this
Proxy Form:
Proxy 2
Instructions for completing Proxy Form
1. (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. 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.
2. (Direction to vote): 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
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 subject
to the relevant laws. 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 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 provided 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. 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
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.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed
Proxy Form and return by:
(a) post to The Waterberg Coal Company Limited at PO Box 8136, Subiaco East
WA 6008; or
(b) facsimile to the Company on facsimile number +61 8 9485 0077,
so that it is received not less than 48 hours prior to commencement of the
Meeting.
Proxy Forms received later than this time will be invalid.
02 November 2015
JSE Sponsor: The Standard Bank of South Africa Limited
Date: 02/11/2015 01:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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