THUNDELARRA LTD ASX/Media Announcement
11 January 2016
NOTICE OF ANNUAL GENERAL MEETING
The Notice of Annual General Meeting including the Explanatory Memorandum and the Proxy Form will be despatched to shareholders today in respect to the 2015 Annual General Meeting of Thundelarra Limited to be held on Friday 26 February 2016 at 10.30am WST.
For further Information please contact:
Frank DeMarte Thundelarra Limited Company Secretary
+61 8 9389 6927
THUNDELARRA LIMITED
Issued Shares: 337.3M ASX Code: THX
Thundelarra Limited | ABN: 74 950 465 654 | Level 1, 186 Hampden Rd, Nedlands WA 6009 | PO Box 7363, Cloisters Square, WA, 6850 |
www.thundelarra.com.au | info@thundelarra.com.au | Tel: +61 8 9389 6927 | Fax: +61 8 9389 5593
ACN 085 782 994
Date of Meeting
26 February 2016
Time of Meeting 10.30AM WST
Place of Meeting
The Boardroom Stantons International
Level 2, 1 Walker Avenue
West Perth, Western Australia 6005
A Proxy Form is enclosed
Please read this Notice and Explanatory Memorandum carefully.
If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.
Thundelarra LimitedACN 085 782 994
Notice is given that the Annual General Meeting of Shareholders of Thundelarra Limited ACN 085 782 994 (Company) will be held at The Boardroom, Stantons International, Level 2, 1 Walker Avenue, West Perth, Western Australia on Friday 26 February 2016 at 10.30am WST for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.
AGENDA
Financial Reports
To receive and consider the financial report of the Company for the year ended 30 September 2015, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.
Resolution 1 - Non Binding Resolution to adopt Remuneration Report
To consider and, if thought fit, pass the following resolution as a non-binding resolution:
"That the Remuneration Report for the year ended 30 September 2015 as set out in the 2015 Annual Report be adopted."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.
Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.
However, the Company need not disregard a vote if:
it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and
it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.
Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 1 unless:
the appointment specifies the way the proxy is to vote on Resolution 1; or
the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 2 - Re-election of Frank DeMarte as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, Frank DeMarte, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re- election, be re-elected as a Director."
Resolutions 3 - Grant of Incentive Options to a Director - Mr Philip G Crabb or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, the Directors are authorised to issue up to 750,000 Incentive Options for no consideration, with each Incentive Option having an exercise price of $0.08 and an expiry date of 26 February 2021, to Mr Philip G Crabb or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum)."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution 3 by Mr Philip G Crabb or his nominee(s) and an Associate of that person.
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
the vote 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.
Further, the Company will disregard any votes cast on this Resolution 3 (in any capacity) by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party.
Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 3 unless:
the appointment specifies the way the proxy is to vote on Resolution 3; or
the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolutions 4 - Grant of Incentive Options to a Director - Mr Frank DeMarte or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, the Directors are authorised to issue up to 1,500,000 Incentive Options for no consideration, with each Incentive Option having an exercise price of $0.08 and an expiry date of 26 February 2021, to Mr Frank DeMarte or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum)."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution 4 by Mr Frank DeMarte or his nominee(s) and an Associate of that person.
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
the vote 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.
Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 3. Shareholders may also choose to direct the Chair to vote against Resolution 3 or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Please Note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on Resolution 3.
Further, the Company will disregard any votes cast on this Resolution 4 (in any capacity) by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party.
Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 4 unless:
(a) the appointment specifies the way the proxy is to vote on Resolution 4; or
Thundelarra Exploration Limited issued this content on 2016-01-11 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-11 07:02:12 UTC
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