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Notice of Annual General Meeting
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
NOTICE OF ANNUAL GENERAL MEETING
to be held on
Thursday, 28 November 2019 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia
and
EXPLANATORY MEMORANDUM
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.
TABLE OF CONTENTS
1. Notice of Meeting 4
2. Explanatory Memorandum 5
• Financial Statements and Reports.
• Resolution 1 – Remuneration report.
• Resolution 2 – Re-election of Mr Denis Waddell.
• Resolution 3 – Re-election of Mr Mark Palmer.
• Resolution 4 – Approval to Issue Shares - Remaining issue in terms of Existing BEE Investor Share Exchange.
3. Glossary 8
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 4:00 p.m. (AWST) Tuesday, 22
the Notice of Meeting October 2019
Monday, 28
Posting of Notice of Meeting and announcement on SENS October 2019
Last day to trade for Shareholders on South African Share register in 3:00 p.m. (AWST) Thursday, 21
order to be entitled to vote at the Meeting November 2019
4:00 p.m. (AWST) Tuesday, 26
Voting record date November 2019
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 26
(ASX Share register) November 2019
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 25
(JSE Share register) November 2019
3:00 p.m. (AWST) / 9:00 Thursday, 28
Annual General Meeting a.m. (SA Time) November 2019
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TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST) (9:00 a.m. SA Time)
on Thursday, 28 November 2019 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the Annual General Meeting affects your shareholding and your vote is important.
Voting in Person
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday, 26
November 2019. Proxy Forms can be lodged:
By mail: Link Market Services Limited Link Market Services South Africa (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By facsimile: (+61 2) 9287 0309 Not applicable
By email: Not applicable meetfax@linkmarketservices.co.za
Online: Shareholders may submit their ASX proxy instruction online on the Company’s Share Registry by
visiting www.linkmarketservices.com.au. Select ‘Investor Login’. Refer to ‘Single Holding’ and
enter Orion Minerals Ltd or the ASX code (ORN) in the Issuer Name field, your Security Reference
Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy
form), postcode and Security Code which is shown on the screen and click ’Login’. Select
‘Vote’ under the ‘Action’ header and then follow the prompts to submit your proxy online. You
will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions
given on the website.
A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy, who need not be
a Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast
two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to
exercise. If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the
Shareholder's votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder
appoints two proxies, neither may vote on a show of hands.
Shareholders and their proxies should be aware 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.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be
executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at
the Company’s Share Registry at least 48 hours before the commencement of the Annual General Meeting or any
adjournment of that Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of
the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the
Meeting. A form of certificate of appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding
of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it
appears in the Share register at 4.00 p.m. (AWST) on Tuesday, 26 November 2019.
Attendance via teleconference
Shareholders may join the Meeting via conference call, however, no voting rights will apply. Details on how to access the
conference call will be available on the Company’s website, www.orionminerals.com.au.
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Notice of Annual General Meeting
Notice is given that the Annual General Meeting of the Shareholders of Orion Minerals Ltd (Company) will be held at Clayton Utz,
Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Thursday, 28 November 2019 commencing at 3:00
p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the
Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Financial Statements and Reports – Year Ended 30 June 2019 (no resolution required)
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2019 together with
the directors’ report and the auditor’s report.
Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act 2001 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 2019.”
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 Resolution 1; and
(ii) expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 2 – Re-election of Mr Denis Waddell
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Denis Waddell, a Director
who retires by rotation, and being eligible, is re-elected as a Director.”
Resolution 3 – Re-election of Mr Mark Palmer
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Mark Palmer, a Director
who retires by rotation, and being eligible, is re-elected as a Director.”
Resolution 4 – Approval to Issue Shares - Remaining issue in terms of Existing BEE Investor Share Exchange
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 47,825,602 Shares (in aggregate) (Residual BEE Investor Share Exchange Shares) to The Trustees for the time
being of the Mosiapoa Family Trust (or its nominee) and African Exploration Mining Finance SOC Limited (or its
nominee) (together, Residual BEE Investors) in connection with the repurchase of the shares that the Residual BEE
Investors currently hold in Vardocube Proprietary Limited, being a subsidiary of the Company, at a deemed issue
price of $0.0314 each, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by any Residual BEE Investor and a
person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of
ordinary securities, and any associates (as that term is defined in the ASX Listing Rules) of those persons. However, the Company
need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) 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: 22 October 2019
By Order of the Board
Martin Bouwmeester
Company Secretary
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Explanatory Memorandum to accompany Notice of Annual General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the Annual General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation
to the Resolutions.
Financial Statements and Reports
The Corporations Act requires the financial report, directors' report and auditor's report to be laid before the Annual
General Meeting. There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to
vote on, approve or adopt these reports. Shareholders will have a reasonable opportunity at the meeting to ask questions
about or make comments on these reports and on the management of the Company.
The auditor of the Company is required to attend the Annual General Meeting and will be available to take Shareholders'
questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies
adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor
in relation to the conduct of the audit.
Prior to the meeting, Shareholders may also forward written questions to the auditor about the conduct of the audit and
the content of the auditor's report. These should be emailed to info@orionminerals.com.au or mailed to the Company
Secretary, Suite 617, 530 Little Collins Street, Melbourne, Victoria, 3000 and may be submitted up to 5 Business Days before
the Annual General Meeting. The Company is required by law to forward all questions to the auditor and the auditor is
required to prepare a list of questions that the auditor considers are relevant to the conduct of the audit and the content
of the auditor's report. The auditor may omit questions that are the same in substance to other questions and questions
that are not received by the auditor in a timely manner. At the meeting, the Chairman will give the auditor a reasonable
opportunity to answer in response to the list of questions. The list of questions, as prepared by the auditor, will be available
on the Company's website, www.orionminerals.com.au, prior to the meeting. In addition, copies of the list of questions will
be available at the meeting.
In accordance with the Corporations Act, the Company will not be providing Shareholders with a hard copy of the
Company’s annual financial report unless specifically requested to do so. Shareholders may view the Company's annual
financial report on its website at www.orionminerals.com.au.
Resolution 1 - Remuneration Report
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration
report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the
Directors or the Company.
The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of
the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the
Company for the financial year.
A reasonable opportunity will be provided for Shareholders to ask questions about or make comments on the
Remuneration Report at the Annual General Meeting.
Voting consequences
If, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are
voted against adoption of the remuneration report, 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 within 90 days of
the second annual general meeting (Spill Resolution).
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.
At the Spill 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.
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.
Previous voting results
At the Company’s previous Annual General Meeting, the votes cast against the remuneration report considered at that
meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for the 2019 Annual General Meeting.
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Directors' recommendation and voting intensions
The Board considers that the Company's remuneration policies are structured to provide rewards based on performance
and are competitive with those in the markets in which it operates. On that basis, and with each Director acknowledging
their personal interest in the resolution, the Board recommends that Shareholders vote in favour of Resolution 1.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolution 2 - Re-election of Mr Denis Waddell
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third,
rounded upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director
(except a Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting
following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Company currently has five Directors (excluding the Managing Director) and accordingly Mr Denis Waddell (the
Director longest in office since last being re-elected) is retiring in accordance with clause 14.2 of the Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Waddell retires by
rotation and offers himself for re-election. He was initially appointed a Director on 27 February 2009, has continuously
served as a Director since his appointment and was last re-elected on 29 November 2017. Mr Waddell is not considered
an independent director as he is a substantial shareholder of the Company.
Refer to the Company’s full year statutory accounts announced to the ASX on 24 September 2019 for Mr Waddell’s
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Waddell recommend that Shareholders vote in favour of Resolution 2. Each Director intends to
vote the Shares they control in favour of Resolution 2. Mr Waddell makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Re-election of Mr Mark Palmer
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third,
rounded upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director
(except a Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting
following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Company currently has five Directors (excluding the Managing Director) and accordingly Mr Mark Palmer (the
second longest Director in office since last being re-elected) is retiring in accordance with clause 14.2 of the Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Palmer retires by
rotation and offers himself for re-election. He was initially appointed a Director on 31 January 2018, has continuously
served as a Director since his appointment and was last re-elected on 3 August 2018. Mr Palmer is not considered an
independent director as he is associated with Tembo Capital, a substantial shareholder of the Company.
Refer to the Company’s full year statutory accounts announced to the ASX on 24 September 2019 for Mr Palmer’s
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Palmer recommend that Shareholders vote in favour of Resolution 3. Each Director intends to
vote the Shares they control in favour of Resolution 3. Mr Palmer makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Remaining issue in terms of Existing BEE Investor Share Exchange
Background
At the meeting of shareholders of the Company held on 7 June 2019, the shareholders resolved to issue a total of
134,957,455 Shares (in aggregate) to Power Matla Proprietary Limited, The Trustees for the time being of the Mosiapoa
Family Trust (or its nominee) and African Exploration Mining Finance SOC Limited (together, Existing BEE Investors) as part
of the Existing BEE Investor Share Exchange, in each case as defined and described in more detail the Explanatory
Memorandum attached to the relevant Notice of General Meeting.
As set out in the Company’s announcement published on 12 September 2019, a portion of the Shares contemplated in
the Existing BEE Investor Share Exchange, being a total of 86.06 million Shares were issued to the Existing BEE Investors. Due
to circumstances outside the control of the parties, the remaining Shares to be issued on terms of the Existing BEE Investor
Share Exchange to the Mosiapoa Family Trust (or its nominee) and African Exploration Mining Finance SOC Limited (or its
nominee) (together, Residual BEE Investors), being a total number of 47.8 million Shares, were unable to be issued in the
timeframe required by the ASX Listing Rules (as extended pursuant to a waiver granted by ASX). Subject to approval of
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Vardocube shareholders, it is now intended that the remaining 47.8 million Shares be issued to the Residual BEE Investors
(or their nominees) in completion of this component of the Existing BEE Investor Share Exchange.
Resolution 4 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue to the Residual BEE Investors
(or their nominees) of the Existing BEE Investor Share Exchange Shares at a deemed issue price of $0.0314 per Share in
consideration for the price payable by the Company's subsidiary, Vardocube, to the relevant Residual BEE Investor for the
repurchase of its shares (as applicable).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity
securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary
securities on issue at the commencement of that 12 month period.
The effect of Resolution 4 will therefore be to allow the Company to issue the Residual BEE Investor Share Exchange Shares
to the Existing BEE Investors (or their nominees) pursuant to the Existing BEE Investor Share Exchange 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.
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 Existing BEE
Investor Share Exchange Shares to be issued pursuant to the Existing BEE Investor Share Exchange:
(a) the maximum number of Existing BEE Investor Share Exchange Shares the Company will issue is 47,825,602 Shares;
(b) the Shares are intended to be issued on or around 6 December 2019, but 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);
(c) the deemed issue price will be $0.0314 per Share;
(d) the Residual BEE Investor Share Exchange Shares will be issued to the Residual BEE Investors (or their nominees);
(e) the Residual BEE Investor Share Exchange Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Residual BEE Investor Share Exchange Shares will be issued as consideration for the repurchase by the
Company's subsidiary, Vardocube, of shares held by the Residual BEE Investors in that company and as such, no
funds will be raised from the issue of the Residual BEE Investor Share Exchange Shares.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 4. Each Director intends to vote the Shares they
control in favour of Resolution 4.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
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Glossary
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means Australian Securities and Investments Commission.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
AWST means Australian Western Standard Time.
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.
Chair or Chairman means the chairperson 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).
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Existing BEE Investors has the meaning given in the Background to Resolution 4 in the Explanatory Memorandum.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
JSE means the Johannesburg Stock Exchange.
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 Memorandum and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual
financial report for the year ended 30 June 2019.
Residual BEE Investors has the meaning given in the Background to Resolution 4 in the Explanatory Memorandum.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited.
Page | 8
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Nicholas Read Barnaby Hayward Rick Irving
Director & CEO
Denis Waddell – Chairman Read Corporate, Australia Tavistock, UK Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +44 (0) 787 955 1355 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: orion@tavistock.co.uk E: rick@merchantec.co.za
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
28 October 2019
Page | 9
Date: 28/10/2019 09:20:00
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