T +61 2 8319 9299 Einfo@cokal.com.au

Level 5, 56 Pitt Street Sydney NSW 2000

ABN 55 082 541 437 (ASX: CKA)

www.cokal.com.au

ASX ANNOUNCEMENT / MEDIA RELEASE

30 March 2022

2022 Notice of Extraorinary General Meeting

Attached are the following documents in respect of Cokal Limited's (ASX: CKA) ("Cokal" or "the Company") 2022 Extraordinary General Meeting to be held on, Thursday 28 April 2022 commencing at 11:30 am AEST.

  • 1. Notice and Access Letter

  • 2. Notice of Extraordinary General Meeting and Explanatory Statement

  • 3. Proxy Form

These documents are available athttp://www.cokal.com.au/.

ENDS

Further enquiries: Domenic Martino Non Executive Chairman E:dmartino@cokal.com.au

This ASX announcement was authorised for release by the Company Secretary.

30 March 2022

ACCESS THE MEETING DOCUMENTS AND

LODGE YOUR PROXY ONLINE:

ONLINE PROXY APPOINTMENTwww.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

ALL ENQUIRIES TO

Telephone: +61 8 9389 8033

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:30 am (AEST) 26 April 2022.

Cokal Limited 2022 Extraordinary General Meeting

Notice and Access Letter

As part of the Australian Government's response to the Coronavirus crisis, the Federal Parliament introduced the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Act) temporarily permitting electronic meetings.

The Act allows notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The Extraordinary General Meeting (EGM) of Cokal Limited (CKA or the Company) will held at Level 5, 56 Pitt St, Sydney NSW 2000 and via a live webcast, on 28 April 2022 at 11:30 am (AEST).

Shareholders and proxyholders may participate in our EGM via a live webcast of the meeting through the EGM online platform, including the ability to ask questions and vote online during the EGM. Please refer to the Important Information section of the Notice of Meeting for further details.

Details of where you can access this year's Notice of Meeting and other meeting documents, lodge a vote and participate in the EGM are set out below.

The Board considers that the health, safety and welfare of the Company's staff, its Shareholders and the broader community to be paramount. Due to the continuing developments in relation to the COVID-19 situation and public health concerns, CKA will be closely monitoring the evolving COVID-19 situation in Australia. In light of the continuing evolving circumstances, CKA has decided to provide shareholders with the opportunity to attend and participate in the EGM virtually as permitted by government regulations. As it is unknown whether all Shareholders will be permitted to travel or permitted to attend the Meeting in person should they choose to do so, the Meeting will be accessible to all Shareholders virtually via a live webcast.

Access the meeting documents online

The 2022 Notice of Extraordinary General Meeting, other meeting documents are available online atwww.cokal.com.au. In accordance with the Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has requested a hard copy. Shareholders can request a paper copy of the Notice of Meeting by contacting Advance Share Registry on 1300 113 258 (within Australia) or +61 8 9389 8033 (outside Australia).

You can access the meeting documents and lodge your vote online during the EGM atwww.advancedshare.com.au/virtual-meeting using your secure access information or use your mobile device to scan the personalized QR code.

Attending the meeting online

A live webcast and electronic voting viawww.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to listen to the Meeting, ask questions and vote online. Please refer to the Meeting ID and Shareholder ID printed on this letter and on the attached Proxy Form to login to the virtual meeting portal.

Shareholders may also submit questions ahead of the Meeting via the portal if they would like to do so. Please refer to the Important Information section of the Notice of Meeting for further details.

Lodge your proxy and voting instructions before the meeting online, by mail or by fax

Shareholders are strongly encouraged to vote by proxy. Enclosed with this notice is a paper copy Proxy Form which you can either use to lodge your voting instructions online, or complete and return by mail, fax or in person, following the instructions on the Proxy Form.

For your voting instructions to be effective, Advance Share Registry must receive them not less than 48 hours before the time for holding the EGM (that is, by 11:30am (AEST) on Tuesday, 26 April 2022).

Date of Meeting:

Thursday, 28 April 2022

Time of Meeting:

11:30 am (AEST)

Place of Meeting:

Level 5, 56 Pitt Street, Sydney NSW 2000 and Virtual Meeting

Notice of Extraordinary General Meeting and Explanatory Memorandum

Cokal Limited

ACN 082 541 437

This is an important document that requires your attention

If you are in doubt about how to deal with this document, please consult your legal, financial or other professional advisor.

Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of shareholders of Cokal Limited ACN 082 541 437 (Company) will be held virtually on Thursday, 28 April 2022 at 11.30am (AEST).

Terms used in this Notice of Meeting are defined in Section 3 of the accompanying Explanatory Memorandum.

AGENDA

1.

Resolution 1 - Approval of amendment to International Coal Marketing Agreement between BBM and ICT

To consider and, if thought fit, pass the following Ordinary Resolution:

"That for the purposes of ASX Listing Rule 10.1 and for all other purposes, with effect from the passing of this Resolution 1, approval of Shareholders is given to amendment of the terms of the International Coal Marketing and Purchase Agreement (as was varied by deed of variation and amendment dated on or around 24 December 2021) between Cokal's majority owned subsidiary, PT Bumi Barito Mineral (BBM) and International Commodity Trade Pte Ltd (ICT), and disposal by Cokal, directly or indirectly through BBM, of any amount of coal from the Bumi Barito Mineral Project to ICT or any of its Related Bodies Corporate on the terms set out in the International Coal Marketing and Purchase Agreement, the details of which are summarised in the Explanatory Memorandum."

Notes

For the purposes of Listing Rule 10.5.10, an Independent Expert Report prepared by Hall Chadwick (Independent Expert) is enclosed with this Notice of Meeting in Schedule 2.

The Independent Expert has concluded that the Proposed Transaction is, in the absence of a superior proposal, fair and reasonable to the Shareholders (except those who are precluded from voting on Resolution 1).

Further details regarding the Proposed Transaction are set out in the accompanying Explanatory Memorandum and Independent Expert Report which the Directors recommend Shareholders read in full before making any decision in relation to Resolution 1.

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

(a) the person disposing of the substantial asset to, or acquiring the substantial asset from, Cokal and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in Cokal), including any party to the International Coal Marketing Agreement; and

(b) an associate of any party identified in paragraph (a) above;

However, this does not apply to a vote cast in favour of a resolution 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 chair of 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 chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Cokal Limited published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 07:04:07 UTC.