Base Resources Limited Notice of 2020 Annual General Meeting
19 October 2020 - 5:00PM
UK Regulatory
TIDMBSE
AIM and Media Release
19 October 2020
BASE RESOURCES LIMITED
Notice of 2020 Annual General Meeting
Base Resources Limited (Company) gives notice that its 2020 annual general
meeting of members will be held on Friday, 20 November 2020 at 1.00pm (Perth
time) (Meeting):
* at the Kimberley Room, Katitjin Centre, Australian Institute of Management
WA, 76 Birkdale Street, Floreat, Western Australia; and
* online via the Lumi software platform using the Meeting ID 379-190-456.
A full version of the notice of annual general meeting (Notice), including the
explanatory memorandum in respect of the items of business to be considered at
the Meeting and instructions on how to access the Lumi software platform, is
available at the Company's website: www.baseresources.com.au.
The items of business to be considered at the Meeting are set out below.
ITEMS OF BUSINESS
Accounts and Reports
To receive and consider the financial report of the Company, the Directors'
report and the auditor's report for the year ended 30 June 2020.
Item 1 - Adoption of the Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That the Remuneration Report, which forms part of the Directors' report for
the financial year ended 30 June 2020, be adopted."
Item 2 - Re-election of Mr Michael Stirzaker as a Director
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Mr Michael Stirzaker, who retires in accordance with rule 3.6 of the
Company's constitution, be re-elected as a Director of the Company."
Item 3 - Election of Ms Janine Herzig as a Director
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Ms Janine Herzig, who retires in accordance with rule 3.3 of the
Company's constitution, be elected as a Director of the Company."
Item 4 - Approval of the grant of Performance Rights to Mr Tim Carstens
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,
members approve the grant of 2,691,429 Performance Rights by the Company to Mr
Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting and
exercise of any such Performance Rights, in accordance with the Base Resources
Long Term Incentive Plan and otherwise in accordance with the terms and
conditions summarised in the Explanatory Memorandum accompanying this Notice."
Item 5 - Approval of the grant of Performance Rights to Mr Colin Bwye
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,
members approve the grant of 2,691,429 Performance Rights by the Company to Mr
Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting and
exercise of any such Performance Rights, in accordance with the Base Resources
Long Term Incentive Plan and otherwise in accordance with the terms and
conditions summarised in the Explanatory Memorandum accompanying this Notice."
Item 6 - Renewal of Proportional Takeover Provisions
To consider and, if thought fit, pass the following resolution as a special
resolution:
"That, for the purposes of section 648G of the Corporations Act, rule 38 of the
Company's constitution be renewed for a period of three years from the date of
the Annual General Meeting."
Other business
To consider any other business brought forward in accordance with the Company's
constitution or the law.
IMPORTANT VOTING INFORMATION FOR THE MEETING
Right to vote
The Directors have determined that, for the purpose of voting at the Meeting,
the members entitled to vote are those persons who are registered holders of
Shares at 4.00pm (Perth time) on 18 November 2020.
Chair's voting intention
The Chair of the Meeting (where appropriately authorised) intends to vote all
available undirected proxies in favour of all Items.
Voting prohibitions application to KMP
Key Management Personnel and their closely related parties are prohibited under
the Corporations Act from voting in a manner contrary to the voting exclusions
for Items 1, 4 and 5 described in the section "Voting Prohibitions and
Exclusions" in the full Notice.
Attending and voting online
Members or their attorneys or corporate representatives who wish to participate
online may do so:
* from their computer, by entering the URL in their browser: https://
web.lumiagm.com; or
* from their mobile device by either entering the URL in their browser or by
using the Lumi AGM app, which is available by downloading the app from the
Apple App Store or Google Play Store.
If you choose to participate in the Meeting online, registration will be open
at 12.00 pm (Perth time). Members can log in to the Meeting by entering:
* the Meeting ID, which is 379-190-456;
* their username, which is your SRN/HIN; and
* their password, which is the postcode registered to their holding if their
registered address is an address in Australia. Members with an overseas
registered address should refer to the Lumi Online Meeting Guide for their
password details on pages 26 to 29 of the full Notice.
Proxy holders, attorneys, corporate representatives and visitors should refer
to the Lumi Online Meeting Guide on pages 26 to 29 of the full Notice for
details about how to log in to the Meeting.
Attending the meeting online will enable you to view the Meeting live, to ask
text-based questions and, if you are not a visitor, cast votes in the real time
poll at the appropriate time. Please note that if you join the Meeting online
as a member and vote, any proxy appointed by you will not be entitled to vote
and votes lodged by your proxy in respect of your Shares will be withdrawn.
Further details are set out in the Lumi Online Meeting Guide on pages 26 to 29
of the full Notice.
Appointment of proxies
Each member entitled to vote at the Meeting may appoint a proxy to attend and
vote at the Meeting. A proxy need not be a member and can be an individual or
a body corporate. A member 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.
A body corporate appointed as a member's proxy may appoint a representative to
exercise any of the powers the body may exercise as a proxy at the Meeting.
The appointment must comply with section 250D of the Corporations Act. The
representative should bring to the Meeting evidence of his or her appointment,
including any authority under which the appointment is signed, unless it has
previously been given to the Company.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy.
Members and their proxies should be aware of these provisions of the
Corporations Act. Generally, these sections provide 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.
Lodgement of proxy documents
For an appointment of a proxy for the Meeting to be effective:
* the proxy's appointment; and
* if the appointment is signed by the appointor's attorney - the authority
under which the appointment was signed (e.g. a power of attorney) or a
certified copy of it,
must be received by the Company at least 48 hours before the start of the
Meeting (i.e. by 1.00 pm (Perth time) on Wednesday, 18 November 2020). Proxy
appointments received after this time will be invalid for the Meeting.
The following methods are specified for the purposes of receipt of proxies:
Online
investorvote.com.au
By mobile Custodian voting
Scan the QR Code on your proxy form and Intermediary Online subscribers only
follow the prompts (custodians)
www.intermediaryonline.com
By mail By fax
Computershare Investor 1800 783 447 (in Australia)
Services Pty Limited +61 3 9473 2555 (outside Australia)
GPO Box 242 Melbourne
Victoria 3001, Australia
United Kingdom (CREST voting instruction)
Depository Interest holders in CREST (DI Holders) may transmit voting
instructions by utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed a voting
service provider, should refer to their CREST sponsor or voting service
provider, who will be able to take appropriate action on their behalf.
In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (CREST Voting Instruction) must be properly
authenticated in accordance with Euroclear's specifications and must contain
the information required for such instructions, as described in the CREST
Manual (available at www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company's agent (Computershare UK) no later than 16 November
2020 at 1.00 pm (GMT). For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the CREST Voting
Instruction by the CREST applications host) from which the Company's agent is
able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner
prescribed by CREST. DI Holders in CREST and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the
transmission of CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal member or
sponsored member or has appointed a voting service provider, to procure that
the CREST sponsor or voting service provider takes) such action as shall be
necessary to ensure that a CREST Voting Instruction is transmitted by means of
the CREST voting service by any particular time.
DI Holders and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
Form of instruction
DI Holders are invited to attend the Meeting (either physically or online, in
each case, as a visitor) but are not entitled to vote at the Meeting. In order
to have votes cast at the Meeting on their behalf, DI Holders must complete,
sign and return the Forms of Instruction sent to them to the Company's agent,
Computershare UK, by no later than 16 November 2020 at 1.00 pm (GMT).
ENDS.
For further information contact:
James Fuller, Manager Communications and Investor UK Media Relations
Relations
Base Resources Tavistock Communications
Tel: +61 (8) 9413 7426 Jos Simson and Barnaby Hayward
Mobile: +61 (0) 488 093 763 Tel: +44 (0) 207 920 3150
Email: jfuller@baseresources.com.au
About Base Resources
Base Resources is an Australian based, African focused, mineral sands producer
and developer with a track record of project delivery and operational
performance. The company operates the established Kwale Operations in Kenya
and is developing the Toliara Project in Madagascar. Base Resources is an ASX
and AIM listed company. Further details about Base Resources are available at
www.baseresources.com.au
PRINCIPAL & REGISTERED OFFICE
Level 1, 50 Kings Park Road
West Perth, Western Australia, 6005
Email: info@baseresources.com.au
Phone: +61 (0)8 9413 7400
Fax: +61 (0)8 9322 8912
NOMINATED ADVISOR
RFC Ambrian Limited
Stephen Allen
Phone: +61 (0)8 9480 2500
BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: +44 20 3207 7800
END
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