TIDMOEX
RNS Number : 3320Q
Oilex Ltd
27 October 2021
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ASX-RNS Announcement
27 October 2021
ASX: OEX
AIM: OEX
AGM - Notice of Meeting
Oilex Ltd (the Company) advises that its Annual General Meeting
will be held on Friday, 26 November 2021 at 4pm AWST (Meeting) at
PKF Perth Level 5, 35 Havelock Street, Perth, Western
Australia.
Attached is a copy of the Notice of Meeting and Proxy Form.
For and on behalf of Oilex Ltd
Suzie Foreman
Company Secretary
For further information, please contact:
Investor Enquires AIM Broker AIM Nominated Media Enquires
Oilex Ltd Novum Securities Adviser (UK)
Roland Wessel B roker Strand Hanson Vigo Consulting
CEO Colin Rowbury Limited Investor Relations
Email: oilex@oilex.com.au Email: Nominated Adviser Patrick d'Ancona/Chris
Tel: +61 8 9485 crowbury@novumsecurities.co Rory Murphy/Ritchie McMahon
3200 m Balmer Email:
Australia Tel: +44 20 Email: patrick.dancona@vigoconsult
7399 9427 oilex@strandhanson.co.uk ing.com
UK Tel: +44 20 7409 chris.mcmahon@vvigoconsulti
3494 ng.com
UK Tel:+ 44 20 7390
0230 UK
27 October 2021
Dear Shareholder,
Oilex Ltd (Company) is convening its Annual General Meeting of
shareholders to be held on Friday, 26 November 2021 at 4pm AWST
(Meeting) at PKF Perth Level 5, 35 Havelock Street, Perth, Western
Australia.
In accordance with the Treasury Laws Amendment (2021 Measures
No. 1) Act 2021 (Cth) this Notice and Explanatory Statement are
being made available to Shareholders electronically (by email) and
the Company will not be dispatching physical copies of its Notice
of Meeting unless specifically requested to do so. Where the
Company does not have a registered email address for shareholders,
the Notice of Meeting will be available for download from the
Company's website at https://www.oilex.com.au and on the Company's
ASX announcements platform, and at the following link :
https://www.oilex.com.au/news
With regards to the COVID-19 pandemic, the Company will adhere
to all social distancing measures prescribed by relevant government
authorities at the Meeting, and all shareholders will need to
ensure they comply with protocols. We are concerned for the safety
and health of shareholders, staff, and advisers, so we have
therefore put in place certain measures including social distancing
requirements and limiting non-shareholder visitors.
A copy of our Proxy Form is enclosed for convenience. Proxy
votes may be lodged by any of the below methods:
i. By Post:
Oilex Ltd
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
ii. By E-mail:
Oilex@oilex.com
iii. By Hand:
Link Market Services Limited
Level 12, 680 George Street,
Sydney NSW 2000.
iv. Online:
Website: lodge online at www.linkmarketservices.com.au ,
instructions as follows:
Select 'Investor Login' and in the 'Single Holding' section
enter Oilex Ltd or the ASX code OEX in the Issuer name field, your
Holder Identification Number (HIN) or Security Reference Number
(SRN) (which is shown on your proxy form), postcode and security
code which is shown on the screen and click 'Login'. Select the
'Voting' tab and then follow prompts.
You will be taken to have signed your Proxy Form if you lodge it
in accordance with the instructions given on the website.
Your proxy must be lodged no later than 4pm (AWST) on Wednesday,
24 November 2021 (being at least 48 hours before the Meeting).
All meeting resolutions will be voted upon by poll. Shareholders
who intend to participate and vote on a poll at the Meeting must
attend the meeting in person.
Shareholders who do not wish to vote during the Meeting are
encouraged to appoint the Chair as proxy head of the Meeting.
Shareholders can complete the proxy form provided and give specific
instructions on how their vote is to be exercised on each item of
business and the Chair must follow these instructions. Instructions
on how to complete the proxy form are set out in the Notice.
Annual Report
In compliance with section 315 of the Corporations Act, Annual
Reports reports are available in PDF format at the
Investors/Financial Reports section of the Company's website at:
www.oilex.com.au. If you wish to receive hard copies of these
reports, please send a written request to the Company Secretary, at
PO Box 255, West Perth WA 6872, Western Australia or send an
e-mailed request to Oilex@oilex.com .
Yours Sincerely
Suzie Foreman
Company Secretary
Oilex Ltd
ABN 50 078 652 632
Notice of Annual General Meeting
Friday, 26 November 2021at 4pm (AWST)
at
PKF Perth
Level 5, 35 Havelock Street, Perth
Western Australia
Important: 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 3200.
In accordance with Treasury Laws Amendment (2021 Measures No. 1)
Act 2021 (Cth), the Company will not be dispatching physical copies
of this Notice of Meeting unless a Shareholder has elected to
receive documents in hard copy in accordance with the timeframe
specified in clause 253RB of the Treasury Laws Amendment (2021
Measures No. 1) Act 2021 (Cth). For each Shareholder that the
Company has an email address on record, the Company will send a
copy of this Notice and material relating to the Meeting or provide
a link to where the Notice and other material can be viewed or
downloaded by email. To the other Shareholders, the Company will
send a letter setting out a URL for viewing or downloading the
Notice and other material. If you are unable to attend the Meeting,
please complete the form of proxy enclosed and return it in
accordance with the instructions set out on that form.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders of Oilex Ltd (ABN 50 078 652 632) (Company) will be
held at PKF Perth, Level 5, 35 Havelock Street, Perth, Western
Australia on Friday, 26 November 2021 at 4:00pm (AWST) to conduct
the business set out below.
COVID-19 Information
In light of the easing of restrictions on gatherings in Western
Australia, it is currently anticipated that the Meeting will be
held in person (and not by virtual means). The Company has taken
steps to ensure that all attendees will be able to participate in
the Meeting while maintaining their health and safety and abiding
by social distancing requirements.
Shareholders do not need to attend the Meeting in order to cast
their vote(s). The Company therefore recommends that Shareholders
who do not wish to attend the Meeting in person, but who wish to
vote, appoint the Chairman as their proxy (and where desired,
direct the Chairman how to vote on a Resolution) rather than
attending in person.
If the Meeting cannot be held in person, the Company will make
additional arrangements as required.
Voting Eligibility
In accordance with regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Company has determined that the
shareholding of each person for the purposes of determining
entitlements to attend and vote at the Annual General Meeting will
be the entitlement of that person set out in the Company's register
as at 4pm (AWST) on Wednesday, 24th November 2021. Accordingly,
transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the Annual General
Meeting.
To vote in person, you must attend the Meeting at the time, date
and place set out above.
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.
CREST - Depositary Interests
Holders of Depositary Interests (DI Holders) are invited to
attend the Meeting but are not entitled to vote at the Meeting. For
their votes to be counted, DI Holders must either:
-- submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or
-- complete, sign and return the enclosed Form of Instruction to the Depositary,
by 4:00pm GMT on Monday, 22 November 2021. DI Holders who are
CREST members and who wish to issue an instruction through the
CREST electronic voting appointment service may do so by using the
procedures described in the CREST Manual (available from
https://my.euroclear.com/euilegal.html). CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST
sponsor or voting services provider(s), who will be able to take
the appropriate action on their behalf.
In order for instructions made using the CREST service to be
valid, the appropriate CREST message (a CREST Voting Instruction)
must be properly authenticated in accordance with the
specifications of Euroclear UK & Ireland Limited (EUI) and must
contain the information required for such instructions, as
described in the CREST Manual.
The message, regardless of whether it relates to the voting
instruction or to an amendment to the instruction given to the UK
Depositary must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID 3RA50) no later than 4pm GMT on
22 November 2021. 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 issuer's agent is able to retrieve the CREST Voting Instruction
by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI 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 each CREST member concerned to take (or, if
the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider(s), to procure that the
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST service by any particular time.
In this regard, CREST members 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.
The Company may treat as invalid a CREST Voting Instruction in
the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Business of the Meeting
Financial and other reports
To receive and consider the Financial Report, together with the
declaration of the Directors, the Directors' Report (including the
Remuneration Report) and the Auditor's Report for the financial
year ended 30 June 2021.
In compliance with section 315 of the Corporations Act, these
reports are available in PDF format at the Investor Information
section of the Company's website at: www.oilex.com.au. If you wish
to receive hard copies of these reports, please send a written
request to the Company Secretary, at Level 1, 11 Lucknow Place,
West Perth, Western Australia, 6005.
The Explanatory Memorandum (attached) should be read in
conjunction with this Notice of Meeting.
Agenda
Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass the following
resolution as a non-binding ordinary 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
Report for the financial year ended 30 June 2021."
Voting Exclusion
The Company will disregard any votes cast on the Resolution:
-- by or on behalf of a member of Key Management Personnel as
disclosed in the Remuneration Report;
-- by or on behalf of a Closely Related Party of a member of Key Management Personnel; and
-- as a proxy by a member of Key Management Personnel or a Closely Related Party,
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, votes in accordance with directions given
to the proxy or attorney to vote on the resolution in that way;
or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, votes in accordance with a direction
given to the Chair to vote on this Resolution as the Chair decides;
or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary votes provided
the following conditions are met:
o 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 this Resolution;
and
o the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Voting Prohibition
In accordance with section 250R of the Corporations Act, a vote
on this Resolution must not be cast by or on behalf of a member of
the Key Management Personnel whose remuneration details are
included in the Remuneration Report, or a Closely Related Party of
such member.
-- a vote may be cast by such person if the vote is not cast on
behalf of a person who is excluded from voting on this Resolution,
and:
-- the person is appointed as proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on this
Resolution, but expressly authorises the Chair to exercise the
proxy even if this Resolution is connected with the remuneration of
a member of the Key Management Personnel.
Resolution 2 - Re-election of Mr Paul Haywood as a Director
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of Article 6.3(c) of the Constitution,
Listing Rule 14.5 and for all other purposes, Mr Paul Haywood,
retires, and being eligible, is re-elected as a Director on the
terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Haywood, and a person who might obtain a benefit (except a
benefit solely in the capacity of a Shareholder) if the Resolution
is passed, and any associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney to vote on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair to vote on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
o 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 this Resolution;
and
o the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 3 - Re-election of Mr Joe Salomon as a Director
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of Article 6.3(l) of the Constitution
and for all other purposes, Mr Joe Salomon, retires, and being
eligible, is re-elected as a Director on the terms and conditions
in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Salomon, and a person who might obtain a benefit (except a
benefit solely in the capacity of a Shareholder) if the Resolution
is passed, and any associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, in accordance with directions given to the
proxy or attorney votes on the resolution in that way; or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, in accordance with a direction given to
the Chair votes on this Resolution as the Chair decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity votes on behalf of a beneficiary provided
the following conditions are met:
o 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 this Resolution;
and
o the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 4 - 10% capacity to issue Shares under Listing Rule
7.1A
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That for the purposes of Listing Rule 7.1A and for all other
purposes, Shareholders approve the Company having the additional
capacity to issue equity securities up to 10% of the issued capital
of the Company (at the time of issue) calculated in accordance with
the formula prescribed in Listing Rule 7.1A.2 over a 12 month
period from the date of the Annual General Meeting, at a price no
less than that determined pursuant to Listing Rule 7.1A.3 and
otherwise on the terms and conditions set out in the Explanatory
Memorandum."
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 Shareholder) if the Resolution is passed, and any associate of
those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, votes in accordance with directions given
to the proxy or attorney to vote on the resolution in that way;
or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, votes in accordance with a direction
given to the Chair to vote on this Resolution as the Chair decides;
or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity votes on behalf of a beneficiary provided
the following conditions are met:
o 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 this Resolution;
and
o the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 5 - Issue of Advisor Options to Novum
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That under and for the purposes of Listing Rule 7.1 and for all
other purposes, Shareholders approve the issue of 25,210,084
Advisor Options to Novum on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Novum, 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 Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable) .
However, the Company need not disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on this Resolution, votes in accordance with directions given
to the proxy or attorney to vote on the resolution in that way;
or
-- the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, votes in accordance with a direction
given to the Chair to vote on this Resolution as the Chair decides;
or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity votes on behalf of a beneficiary provided
the following conditions are met:
o 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 this Resolution;
and
o the holder votes on this Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
By order of the Board
Suzie Foreman
Company Secretary
27 October 2021
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Annual General Meeting to be held at PKF Perth,
Level 5, 35 Havelock Street, Perth, Western Australia on Friday, 26
November 2021 at 4:00pm (AWST).
This Explanatory Memorandum should be read in conjunction with
the accompanying Notice of Meeting.
Business of the Meeting
Financial and other reports
Section 317 of the Corporations Act requires the Directors of
the Company to put before the Annual General Meeting the Financial
Report, Directors' Report (including the Remuneration Report),
declaration of the Directors and the Auditor's Report for the
financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions or make statements in relation to those reports but no
formal resolution to adopt the reports will be put to Shareholders
at the Annual General Meeting (save for Resolution 1 in respect of
the adoption of the Remuneration Report).
Shareholders will also be given a reasonable opportunity to ask
the Company auditor questions about the conduct of the audit and
the preparation and content of the auditor's report. In addition to
taking questions at the Annual General Meeting, written questions
to the Chair about the management of the Company, or the Company's
auditor about:
-- the preparation and content of the auditor's report;
-- the conduct of the audit;
-- accounting policies adopted by the Company in relation to the
preparation of the financial statements;
-- the independence of the auditor in relation to the conduct of the audit; and
-- may be submitted no later than 5 business days before the
Annual General Meeting to the Company's registered office or via
e-mail to Oilex@oilex.com.
A copy of the Company's 2021 Annual Report is available in the
Investor Information section of the Company's website at:
www.oilex.com.au.
Resolutions
1. Resolution 1 - Adoption of Remuneration Report
1.1 General
Section 250R of the Corporations Act requires that a resolution
to adopt the Remuneration Report must be put to the vote at the
Annual General Meeting. The vote on this Resolution is advisory
only and does not bind the Directors or the Company. If Resolution
1 is not passed, the Directors will not be required to alter any of
the arrangements in the Remuneration Report.
The Remuneration Report is set out in pages 17 to 24 of the
Company's 2021 Annual Report, which is available on the Investor
Information section of the Company's website at
www.oilex.com.au.
In accordance with section 250SA of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions concerning, or make comments on, the Remuneration Report
at the Annual General Meeting.
The Directors will consider the outcome of the vote and comments
made by shareholders on the Remuneration Report at the Meeting when
reviewing the Company's remuneration policies.
Part 2G.2, Division 9 of the Corporations Act provides
Shareholders with the opportunity to remove the whole Board except
the Managing Director if the Remuneration Report receives a 'no'
vote of 25% or more (Strike) at two consecutive annual general
meetings.
Where a resolution on the Remuneration Report receives a Strike
at two consecutive annual general meetings, the Company will be
required to put to Shareholders at the second annual general
meeting a resolution (Spill Resolution) on whether another meeting
should be held (within 90 days) at which all Directors (other than
the managing director) who were in office at the date of approval
of the applicable Directors' Report must stand for re-election.
The Company's 2020 Remuneration Report did not receive a Strike
at the 2020 Annual General Meeting. If the Remuneration Report
receives a Strike at this Meeting, Shareholders should be aware
that a second Strike received at the 2022 annual general meeting
may result in the re-election of the Board.
1.2 Proxy Voting Restrictions
Shareholders appointing a proxy for this Resolution should note
the following:
-- If you appoint a member of the 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 as your proxy, then you must direct your proxy on how to
vote on this Resolution. 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.
-- If you appoint the Chair as your proxy (where the Chair 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), then you do not need to direct
your proxy on how to vote on this Resolution. However, if you do
not direct the Chair on how to vote, you must mark the
acknowledgement on the Proxy Form to expressly authorise the Chair
to exercise his or her discretion in exercising your proxy even
though this Resolution is connected directly or indirectly with the
remuneration of Key Management Personnel.
-- If you appoint any other person as your proxy, then you do
not need to direct your proxy on how to vote on this Resolution,
and you do not need to mark any further acknowledgement on the
Proxy Form.
1.3 Additional information
The Board recommends that Shareholders vote in favour of
Resolution 1. Resolution 1 is a non-binding Ordinary Resolution.
The Chair intends to exercise all available proxies in favour of
Resolution 1.
2. Resolution 2 - Re-election of Mr Paul Haywood as a Director
2.1 General
Article 6.3(c) of the Constitution requires that, if the Company
has three or more Directors, at least one third of the Directors
(excluding Directors required to retire under Article 6.3(j) and
rounded down to the nearest whole number) must retire from office
by rotation at each Annual General Meeting. Article 6.3(e) of the
Constitution then provides that the Director(s) to retire under
Article 6.3(c) is the Director(s) that has held their office as
Director for the longest period of time since their election or
appointment to that office (and, if two or more Directors have held
office for the same period of time, those Directors determined by
lot, unless those Directors agree otherwise). Article 6.3(f) of the
Constitution then specifies that any Director who retires under
Article 6.3(c) is eligible for re-election.
Listing Rule 14.5 similarly provides that the Company must hold
an election of Directors each year at its Annual General
Meeting.
Mr Paul Haywood has provided the following information in
relation to his qualifications and experience:
Mr Haywood joined the Company Board as a Non-Executive Director
in May 2017.
Mr Haywood has over 17 years of international experience in
delivering value for his investment network through a blended skill
set of corporate and operational experience, including more than
six years in the Middle East, building early stage and growth
projects. More recently, Mr Haywood has held senior management
positions with UK and Australian public companies in the natural
resource and energy sectors including oil and gas exploration and
development in UK, EU and Central Asia. Mr Haywood's expertise
stretches across UK and Australian public markets, with a
cross-functional skill set encompassing research, strategy,
implementation, capital and transactional management. Mr Haywood is
currently Chief Executive Officer of Block Energy Plc.
2.2 Board recommendation
The Board (excluding Mr Haywood) recommends that Shareholders
vote in favour of Resolution 2. Resolution 2 is an Ordinary
Resolution. The Chairperson intends to exercise all available
proxies in favour of Resolution 2.
3. Resolution 3 - Re-election of Mr Joe Salomon as a Director
3.1 General
Article 6.3(l) of the Constitution requires a Director who
ceases to be the managing director of the Company to retire at the
next annual general meeting following the Director ceasing to be
managing director. Article 6.3(l) of the Constitution then
specifies that any Director who retires under Article 6.3(l) is
eligible for re-election.
Mr Joe Salomon has provided the following information in
relation to his qualifications and experience:
Mr Salomon has a Bachelor Degree in Applied Science and is a
member of the American Association of Petroleum Geologists and the
Society of Petroleum Engineers, and has over 35 years of experience
working for upstream energy companies. Mr Salomon has worked for a
number of oil and gas companies in various senior positions
including General Manager Exploration and New Ventures at Murphy
Oil Corporation and Global Head of Geoscience at RISC PL, in
addition to a number of Executive Director roles including
Strategic Energy Resources, Norwest Energy and Nido Petroleum. At
several times in his career, Mr Salomon has acted as an independent
consultant for various oil and gas companies, including New
Standard Energy and Pacrim Energy. Mr Salomon first worked on
Indian projects in 1994 while at Ampolex and since that time has
maintained a connection with the Indian industry, at various times
bidding in India's exploration and field development rounds and
working with Indian companies as joint venture partners, both in
India and internationally.
Mr Salomon continued as Managing Director and Interim Chairman
until he was appointed as Executive Chairman on 16 June 2021.
3.2 Board recommendation
The Board (excluding Mr Salomon) recommends that Shareholders
vote in favour of Resolution 3. Resolution 3 is an Ordinary
Resolution. The Chairperson intends to exercise all available
proxies in favour of Resolution 3.
4. Resolution 4 - 10% capacity to issue Shares under Listing Rule 7.1A
4.1 General
Resolution 4 is a special resolution which seeks Shareholder
approval for the issue of Equity Securities totalling up to 10% of
the issued capital of the Company under and in accordance with
Listing Rule 7.1A (10% Placement Facility).
If Shareholders approve Resolution 4, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Facility will be determined in accordance with the formula
prescribed in Listing Rule 7.1A.2 (as set out below).
The effect of this Resolution will be to allow the Company to
issue Equity Securities up to 10% of the Company's fully paid
ordinary securities on issue under the 10% Placement Facility
during the period up to 12 months after the Meeting, without
subsequent Shareholder approval and without using the Company's 15%
annual placement capacity granted under Listing Rule 7.1.
Resolution 4 is a Special Resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 4 for it to be passed.
4.2 Listing Rule 7.1A
Broadly speaking, and subject to a number of exceptions, Listing
Rule 7.1 limits the amount of equity securities that a listed
company can issue without the approval of its shareholders over any
12 month period to 15% of the fully paid ordinary securities it had
on issue at the start of that period.
Under Listing Rule 7.1A, however, an Eligible Entity can seek
approval from its members, by way of a special resolution passed at
its annual general meeting, to increase this 15% limit by an extra
10% to 25%.
An "Eligible Entity" is one that, as at the date of the relevant
Annual General Meeting:
-- is not included in the S&P/ASX 300 Index; and
-- has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index and has a current market capitalisation of
approximately A$28 million.
Any Equity Securities issued under Listing Rule 7.1A must be in
the same class as an existing class of quoted Equity Securities.
The Company currently has one class of quoted Equity Securities on
issue, being Shares (ASX Code: OEX).
Resolution 4 seeks shareholder approval by way of special
resolution for the Company to have the additional 10% capacity
provided for in Listing Rule 7.1A to issue equity securities
without shareholder approval.
If Resolution 4 is passed, the Company will be able to issue
equity securities up to the combined 25% limit in Listing Rules 7.1
and 7.1A without any further shareholder approval.
If Resolution 4 is not passed, the Company will not be able to
access the additional 10% capacity to issue equity securities to
issue equity securities without shareholder provided for in Listing
Rule 7.1A and will remain subject to the 15% limit on issuing
equity securities without shareholder approval set out in Listing
Rule 7.1.
Approval of the 10% Placement Facility is valid from the date of
the Annual General Meeting until the earlier of:
-- 12 months after the Annual General Meeting;
-- the time and date of the Company's next annual general meeting; and
-- the date shareholders approve a transaction under Listing
Rule 11.1.2 (significant change to the nature or scale of
activities) or 11.2 (disposal of main undertaking),
(10% Placement Period)
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A has the same meaning as in Listing Rule 7.1 when calculating
an entity's 15% placement capacity - i.e. the number of shares on
issue 12 months before the date of issue or agreement:
-- plus the number of fully paid shares issued in the 12 months
under an exception in Listing Rule 7.2 other than exceptions 9, 16
or 17;
-- plus the number of fully paid Equity Securities issued in the
relevant period on the conversion of convertible securities within
Listing Rule 7.2 exception 9 where:
o the +convertible securities were issued or agreed to be issued
before the commencement of the relevant period; or
o the issue of, or agreement to issue, the convertible
securities was approved, or taken under the Listing Rules to have
been approved, under rule 7.1 or rule 7.4,
-- plus the number of fully paid Equity Securities issued in the
relevant period under an agreement to issue securities within
Listing Rule 7.2 exception 16 where:
o the agreement was entered into before the commencement of the relevant period; or
o the agreement or issue was approved, or taken under these
rules to have been approved, under Listing Rule 7.1 or Listing Rule
7.4,
-- plus the number of any other Equity Securities issued in the
relevant period with approval under Listing Rule 7.1 or Listing
Rule 7.4,
-- plus the number of partly paid Equity Securities that became
fully paid in the relevant period,
-- less the number of fully paid Equity Securities cancelled in the relevant period;
D is 10%.
E is the number of Equity Securities issued or agreed to be
issued under Listing Rule 7.1A.2 in the 12 months before the date
of the issue or agreement to issue where the issue or agreement has
not been subsequently approved by the holders of its ordinary
securities under Listing Rule 7.4 .
4.3 Technical information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the
information below is provided in relation to this Resolution 4:
(a) Minimum price of securities issued under Listing Rule 7.1A - Listing Rule 7.3A.1
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX trading days on which trades
in that class were recorded immediately before:
-- the date on which the price at which the Equity Securities
are to be issued is agreed; or
-- if the Equity Securities are not issued within 10 ASX trading
days of the date above, the date on which the Equity Securities are
issued.
(b) Risk of economic and voting dilution - Listing Rule 7.3A.2
Any issue of Equity Securities under the 10% Placement Facility
will dilute the interests of Shareholders who do not receive any
Shares under the issue.
Shareholders should note that there is a risk that:
-- the market price for the Company's Shares may be
significantly lower on the issue date than on the date of the
Meeting; and
-- the Shares may be issued at a price that is at a discount to
the market price for those Shares on the date of issue,
which may have an effect on the amount of funds raised by the
issue or the value of the Equity Securities.
If Resolution 4 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Facility, the potential economic and voting dilution
of existing Shares is shown in the following table.
The table following shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in Listing Rule
7.1A.2, on the basis of the current market price of Shares and the
current number of Shares on issue as at the date of this
Notice.
The table also shows the voting dilution impact where the number
of Shares on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 10% Placement Facility.
Dilution
-------------------- --------------------------------------------------------------
Number of Shares
on Issue (Variable
'A' in Listing
Rule 7.1A.2)* Issue Price $0.002 $0.004 $0.006
--------------------
( per Share 50% decrease Issue Price 50% increase
) in Issue in Issue
Price Price
-------------------- -------------- -------------- -------------- --------------
Shares issued
- 10% voting
5,688,430,356 dilution 568,843,036 568,843,036 568,843,036
-------------- -------------- -------------- --------------
(Current Variable
A) Funds raised 1,137,686 2,275,372 3,413,058
-------------- -------------- -------------- --------------
Shares issued
- 10% voting
8,532,645,534 dilution 853,264,553 853,264,553 853,264,553
-------------- -------------- -------------- --------------
(50% increase
in Variable
A) Funds raised $1,706,529 $3,413,058 $5,119,587
-------------- -------------- -------------- --------------
Shares issued
- 10% voting
11,376,860,712 dilution 1,137,686,071 1,137,686,071 1,137,686,071
-------------- -------------- -------------- --------------
(100% increase
in Variable
A) Funds raised 2,275,372 4,550,744 6,826,116
-------------- -------------- -------------- --------------
*The number of shares on issue (variable A in the formula) could
increase as a result of the issue of shares that do not require
Shareholder approval (such as under a pro-rata rights issue or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1 or 7.4.
The table above uses the following assumptions:
1. There are currently 5,688,430,356 Shares on issue at the date
of this Notice and no further Shares are issued or convertible
securities are exercised or converted into Shares before the date
of the issues of Equity Securities.
2. The issue price set out above is the closing price of the
Shares on the ASX on 5 October 2021 of $0.004.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Facility.
4. The Company has not issued any Equity Securities under
Listing Rule 7.1A in the 12 months prior to the Meeting.
5. The issue of Equity Securities under the 10% Placement
Facility consists only of Shares. If the issue of equity securities
includes options, it is assumed that these options are exercised
into Shares for the purposes of calculating voting dilution effect
on existing Shareholders.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under Listing Rule 7.1 or 7.4.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
(c) Purpose of Issue under 10% Placement Facility - Listing Rule 7.3A.4
The Company may only issue Equity Securities under the 10%
Placement Facility for cash consideration, in which case the
Company intends to use funds raised for activities associated with
its existing assets, the acquisition of new resources assets and
investments and general working capital.
The Company will comply with the disclosure obligations under
Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity
Securities pursuant to Listing Rule 7.1A.
(d) Allocation policy under the 10% Placement Facility - Listing Rule 7.3A.5
The Company's allocation policy for the issue of Equity
Securities under the 10% Placement Facility will be dependent on
the prevailing market conditions at the time of the proposed
placement(s).
The recipients of any Equity Securities which may be issued
under the 10% Placement Facility have not yet been determined.
However, the recipients of Equity Securities could consist of
current Shareholders or new investors (or both), none of whom will
be related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 10% Placement Facility, having regard to the
following factors:
-- the purpose of the issue;
-- alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
-- the effect of the issue of the Equity Securities on the control of the Company;
-- the circumstances of the Company, including, but not limited
to, the financial position and solvency of the Company;
-- prevailing market conditions; and
-- advice from corporate, financial and broking advisers (if applicable).
(e) Previous Approval under Listing Rule 7.1A - Listing Rule 7.3A.6
The Company has previously obtained Shareholder approval under
Listing Rule 7.1A at its 2020 Annual General Meeting held on 16(th)
December 2020. In the 12 months preceding the date of the 2021
Annual General Meeting and as at the date of this Notice, the
Company has issued 1,568,800,357 Shares and this represents 28.1%
of the total number of Shares on issue at the commencement of that
12 month period. None of the Shares issued by the Company were
issued using the Listing Rule 7.1A capacity.
4.4 Voting Exclusion Statement
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on Resolution 4.
4.5 Additional information
The Board recommends that Shareholders vote in favour of
Resolution 4 . Resolution 4 i s a Special Resolution and, as such,
at least 75% of votes cast by Shareholders present and eligible to
vote at the Meeting must be in favour of Resolution 4 for it to be
passed. T he Chair intends to exercise all available proxies in
favour of Resolution 4 .
5. Resolution 5 - Issue of Advisor Options to Novum
5.1 Background
On 22 April 2021, the Company announced that it had entered into
agreements to raise up to GBP2,400,000 by way of the placing of up
to 1,008,403,361 placing Shares in the Company to placees at a
price of 0.238 pence per share together with 603,403,361 options
exercisable at 0.476 pence per new ordinary share which are to
expire on 30 June 2022 ( Placement ).
Novum Securities Limited (Novum) acted as lead broker to the
raising under the Placement to help raise GBP1,000,000 via the
issue of 420,168,067 placing Shares at 0.238 pence per Share.
Pursuant to the placing agreement that the Company entered into
with Novum on or about 21 April 2021 to raise GBP1,000,000, the
Company agreed to issue 25,210,084 Advisor Options to Novum (or its
designated nominees) exercisable at GBP0.00238, with an expiry date
of 31 May 2024, in consideration for advisory services provided by
Novum to the Company in connection with the Placement (Advisor
Options).
5.2 General
Resolution 5 seeks the approval of Shareholders under and for
the purposes of Listing Rule 7.1 for the issue of the Advisor
Options.
The issue of Advisor Options requires approval for the purposes
of Listing Rule 7.1 by way of an ordinary resolution, meaning that
at least fifty percent (50%) of votes must be cast in favour of
Resolution 5 for it to be passed.
5.3 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing
Rule 7.1 limits the amount of equity securities that a listed
company can issue without the approval of its shareholders over a
12 month period to 15% of the fully paid ordinary shares it had on
issue at the start of that period.
The issue of the Advisor Options does not fall within any of
those exceptions and exceeds the 15% limit in Listing Rule 7.1. The
Company therefore requires the approval of the Company's
shareholders under Listing Rule 7.1 for the issue of the Advisor
Options.
The effect of Resolution 5 will be to allow the Company to issue
the Advisor Options during the period of 3 months after the Annual
General Meeting or a longer period, if allowed by ASX, without
using the Company's 15% annual placement capacity under Listing
Rule 7.1.
Resolution 5 seeks approval for the issue of the 25,210,084
Advisor Options for the purpose of satisfying the requirements of
Listing Rule 7.1. If Resolution 5 is approved, the Advisor Options
issued will not affect the capacity of the Company to issue
securities in the next 12 months under Listing Rule 7.1 as those
securities, once issued, will be excluded from the calculations
under Listing Rule 7.1.
5.4 Listing Rule 7.3
For the purposes of Listing Rule 7.3, the following information
is provided to Shareholders in relation to Resolution 5:
(a) Names of the persons to whom the entity will issue the
securities (if known) or basis upon which those persons will be
identified or selected
The Company will issue the Advisor Options to Novum (or its
designated nominees) pursuant to the placing agreement entered into
by the Company and Novum on or about 21 April 2021.
(b) Maximum number and class of securities the entity is to issue
The maximum number of Advisor Options to be issued is 25,210,084
and all of the Advisor Options are options to acquire fully paid
ordinary shares.
(c) Terms of the securities
The Advisor Options are exercisable at GBP0.00238 each on or
before 31 May 2024 and are otherwise issued on the terms and
conditions set out in the Schedule.
(d) Date by which the entity will issue the securities
The Advisor Options will be issued to Novum shortly after the
Annual General Meeting. In any event, however, no Advisor Options
will be issued to Novum later than 3 months after the Annual
General Meeting (or any such longer period permitted by ASX).
(e) Issue price of the securities
The Advisor Options are to be issued for nil cash
consideration.
(f) Purpose of the issue and intended use of the funds raised
The Advisor Options are being issued for the purpose of
consideration for advisory services provided by Novum to the
Company in connection with the Placement.
No funds will be raised from the issue of the Advisor Options as
they will be issued in connection with the placing agreement
entered into by the Company and Novum.
(g) If the securities are to be issued under an agreement, a
summary of the material terms of the agreement
The Advisor Options are being issued pursuant to the placing
agreement entered into by the Company and Novum. The placing
agreement set out the terms under which Novum was to act as lead
manager to the Company in relation to the Placement. Specifically,
Novum agreed to use its reasonable endeavours to procure
subscribers for the 420,168,067 placing Shares at 0.238 pence per
Share and for such purpose the Company:
-- irrevocably appointed Novum as its agent in its name and on
its behalf for the purpose of using its reasonable endeavours to
procure placees;
-- conferred on Novum and its agents all powers, authorities and
discretions on behalf of the Company which are within its powers
and which are necessary to implement the Placement; and
-- agreed to ratify and approve all documents, acts and things
that Novum lawfully did in the exercise of or in contemplation of
such appointment, powers, authorities and discretions in connection
with the Placement.
The Broker (after reasonable consultation with the Company, if
the Company required) had absolute discretion to determine the
allocation of potential placees in relation to the Placement, the
identity of the places procured by Novum and the validity of
acceptance received in respect of any of the placing shares.
Under the placing agreement, Novum also received a sales
commission calculated at a rate of 6% of the gross aggregate value
of the funds raised from investors introduced by Novum. The Company
was also required to pay Novum for all reasonable costs, charges,
fees and expenses incurred by Novum including legal fees of a total
of GBP5,000 plus any applicable taxes.
The Company otherwise considers that the material terms of the
placing agreement were commercially standard for an agreement of
this nature.
5.5 Listing Rule 14.1A
Listing Rule 14.1A provides that a notice of meeting which
contains a resolution seeking approval of security holders under
the Listing Rules must summarise the relevant Listing Rule (see
summary of Listing Rule 7.1 above) and what will happen if security
holders give, or do not give, that approval.
If Resolution 5 is approved by Shareholders, then the Advisor
Options will be excluded in calculating the Company's fifteen
percent (15%) limit in Listing Rule 7.1 and the Company will retain
the flexibility to issue shares in the future up to the fifteen
percent (15%) placement capacity set out in ASX Listing Rule 7.1
without the requirement to obtain prior Shareholder approval.
If Resolution 5 is not approved by Shareholders, the Advisor
Options will be included in calculating the Company's 15% limit in
Listing Rule 7.1, effectively decreasing the number of securities
that the Company can issue without Shareholder approval over the
twelve (12) month period following the date of issue of the Advisor
Options.
5.6 Additional information
Resolution 5 is an ordinary resolution. The Board unanimously
recommends that Shareholders vote in favour of Resolution 5 . The
Chair intends to exercise all available proxies in favour of
Resolution 5 .
Glossary
Words which are defined in the Explanatory Memorandum have the
same meaning when used in this Notice of Meeting unless the context
requires otherwise. For assistance in considering the Notice of
Meeting and Explanatory Memorandum, the following words are defined
here:
$ means Australian Dollars.
GBP or GBP means Pound Sterling.
10% Placement Facility has the meaning given in the Explanatory
Memorandum for Resolution 4.
10-Day VWAP means the VWAP for Shares calculated over the 10
days on which trades of Shares are recorded on ASX before the
relevant date.
Annual General Meeting or Meeting means the annual general
meeting of the Company convened under the Notice of Meeting.
Annual Report means the Directors' Report, the Financial Report,
and Auditor's Report, in respect to the year ended 30 June
2021.
Article means an article of the Constitution.
ASX means ASX Limited ACN 008 624 691 and where the context
requires, the financial market operated by ASX Limited trading as
the Australian Securities Exchange.
Auditor's Report means the auditor's report on the Financial
Report.
AWST means Australian Western Standard Time, being the time in
Perth, Western Australia.
Board means the board of Directors of the Company.
Chair means the person appointed to chair the Meeting of the
Company convened by the Notice.
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 Oilex Ltd (ABN 50 078 652 632).
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
CREST means the computerised settlement system (as defined in
the Uncertificated Securities Regulations 2001) in the United
Kingdom operated by Euroclear UK & Ireland Limited which
facilitates the transfer of title to shares in uncertificated
form.
CREST Manual means the manual relating to CREST issued by
Euroclear UK & Ireland Limited.
CREST Voting Instruction means a message which is sent using
CREST.
Depositary Interest means an interest representing a Share, as
issued by the UK Depositary and which enables the holder to hold
and settle transfers of Shares in CREST.
DI Holders means holders of a Depositary Interests.
Director means a director of the Company from time to time.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Eligible Entity has the meaning given in the Explanatory
Memorandum for Resolution 4.
Equity Security has the same meaning as in the Listing
Rules.
EUI means Euroclear UK & Ireland Limited.
Explanatory Memorandum means the explanatory memorandum
accompanying this Notice of Meeting.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Form of Instruction means, for holders of CREST Depository
Interests, the form of instruction accompanying the Notice of
Meeting
GMT means Greenwich Mean Time.
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.
Listing Rules means the listing rules of ASX.
Managing Director means the managing director of the Company who
may, in accordance with the Listing Rules, continue to hold office
indefinitely without being re-elected to the office.
Notice of Meeting or Notice means this notice of annual general
meeting.
Non-Executive Directors means Mr Paul Haywood and Mr Peter
Schwarz.
Novum means Novum Securities Limited.
Options means an unlisted option to acquire a Share.
Ordinary Resolution means a resolution passed by more than 50%
of the votes cast by members entitled to vote on the
resolution.
Placement means the raising of GBP2,400,000 by way of the
placing of up to 1,008,403,361 ordinary Shares in the Company to
placees at a price of 0.238 pence per share together with
603,403,361 options exercisable at 0.476p per new ordinary share
which expire on 30 June 2022.
Proxy Form means the proxy form accompanying the Notice of
Meeting.
Remuneration Report means the remuneration report set out in the
Director's Report section of the Company's annual report for the
year ended 30 June 2021.
Resolution means a resolution set out in the Notice of
Meeting.
Restricted Securities has the same meaning as in the Listing
Rules.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a holder of a Share.
Special Resolution means a resolution passed by more than 75% of
the votes cast by members entitled to vote on the resolution.
Spill Resolution has the meaning given in the Explanatory Memorandum for Resolution 1.
Strike means a 'no' vote of 25% or more on the resolution
approving the Remuneration Report.
UK Depositary means Computershare Investor Services Plc.
VWAP means volume weighted average price.
Schedule - Terms and conditions of Advisor Options
The fo llowing terms and conditions apply to the Advisor Options
(Advisor Options).
1. Each Advisor Option entitles the holder to subscribe for one
fully paid ordinary share in the capital of the Company (Share)
upon exercise of the Advisor Option.
2. The Advisor Options have an exercise price (Exercise Price)
of GBP0.00238 and expiry date (Expiry Date) of AWST 31 May
2024.
3. An Advisor Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
4. The Advisor Options are exercisable at any time and from time
to time on or prior to the Expiry Date.
5. The Advisor Options will be unquoted.
6. The Advisor Options are not transferable, except with the
prior written approval of the Company.
7. The Advisor Options may be exercised by notice in writing to
the Company in the manner specified on the Advisor Option
certificate (Notice of Exercise) and payment of the Exercise Price
for each Advisor Option by electronic funds transfer or other means
of payment acceptable to the Company.
8. Any Notice of Exercise of an Advisor Option received by the
Company will be deemed to be a notice of the exercise of that
Advisor Option as at the date of receipt of cleared funds.
9. Cheques shall be made payable to the Company and crossed "Not
Negotiable". The application for Shares on exercise of the Advisor
Options with the appropriate remittance should be lodged at the
Company.
10. Shares issued on exercise of the Advisor Options rank
equally with the fully paid ordinary share capital of the
Company.
11. Application will be made by the Company to ASX and AIM, on
the business day the Shares are issued, for quotation of the Shares
issued upon the exercise of the Advisor Options.
12. Within 15 business days after the later of the following:
(a) receipt of a Notice of Exercise given in accordance with
these terms and conditions and payment of the Exercise Price for
each Advisor Option being exercised; and
(b) 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,
the Company will:
(c) issue the Shares pursuant to the exercise of the Advisor Options;
(d) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
(e) apply for official quotation on ASX and AIM of Shares issued
pursuant to the exercise of the Advisor Options.
13. There are no participation rights or entitlements inherent
in the Advisor Options and holders will not be entitled to
participate in new issues of capital offered to Shareholders during
the currency of the Advisor Options. However, the Company will
ensure that for the purposes of determining entitlements to any
such issue, the record date will be at least 3 business days after
the issue is announced. This will give the holders of Advisor
Options the opportunity to exercise their Advisor Options prior to
the date for determining entitlements to participate in any such
issue.
14. If the Company makes a bonus issue of Shares or other
securities to existing Shareholders (other than an issue in lieu or
in satisfaction of dividends or by way of dividend
reinvestment):
(a) the number of Shares which must be issued on the exercise of
an Advisor Option will be increased by the number of Shares which
the Advisor Option holder would have received if the Advisor Option
holder had exercised the Advisor Option before the record date for
the bonus issue; and
(b) no change will be made to the Exercise Price.
15. If the Company makes an issue of Shares pro rata to existing
Shareholders (other than as a bonus issue, to which paragraph 12
will apply) there will be no adjustment of the Exercise Price of an
Advisor Option or the number of Shares over which the Options are
exercisable.
16. If there is any reorganisation of the issued share capital
of the Company, the rights of the Advisor Option holders will be
varied in accordance with the Listing Rules.
Voting by Proxy
A Proxy Form is enclosed with this Notice of Meeting.
Each member who is entitled to attend and cast a vote at the
Annual General Meeting may appoint a proxy. A proxy need not be a
member.
A member who is entitled to cast 2 or more votes at the Annual
General Meeting may appoint either 1 or 2 proxies. If you wish to
appoint 2 proxies you must use a separate proxy form for each proxy
and indicate the percentage of your voting rights or the number of
shares that each proxy is appointed in respect of, on the proxy
forms. If you wish to appoint more than 1 proxy you should
photocopy the enclosed proxy form or request an additional proxy
form to be sent to you. Where a member appoints 2 proxies and does
not specify the proportion or number of the member's votes, each
proxy may exercise half of the member's rights.
An instrument appointing a proxy may not be treated as valid
unless the instrument, and the power of attorney or other authority
(if any) under which the instrument is signed or proof of the power
or authority to the satisfaction of the Directors, is or are:
-- deposited at the Company's share registry, Link Market
Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales,
2138, Australia;
-- sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;
-- sent by mail to the Company's share registry at the following
address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag
A14, Sydney South, New South Wales, 1235, Australia: or
-- lodged online with the Company's share registry by visiting
www.linkmarketservices.com.au. Select 'Investor Login'. Refer to
"Single Holding" and enter Oilex Ltd or the ASX code (OEX) 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. You will be taken to have signed your
Proxy Form if you lodge it in accordance with the instructions
given on the website,
by 10am (AWST) on Wednesday, 24 November 2021 (or, in the case
of any adjournment of the Annual General Meeting, by no later than
48 hours before the time of the adjourned meeting), at which the
person named in the instrument proposes to vote.
An instrument appointing a proxy must be in writing under the
hand of the appointer or of the appointer's attorney duly
authorised in writing or, if the appointer is a body corporate,
either under its common seal if it has a common seal, or under the
hand of an officer or duly authorised attorney or duly authorised
representative.
A body corporate which is a Shareholder, or which has been
appointed as a proxy, may appoint an individual to act as its
representative at the Annual General Meeting. The appointment must
comply with section 250D of the Corporations Act. The
representative should bring evidence of their appointment to the
Annual General Meeting, including authority under which their
appointment is signed, unless previously given to the Company.
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.
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).
If a proxy is also a Shareholder, section 250BB(1) does not
affect the way that the person can cast any votes that hold as a
Shareholder.
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; or
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.
Voting Prohibition by Proxy Holders (Remuneration of Key
Management Personnel)
In accordance with sections 250BD and 250R of the Corporations
Act, votes on Resolution 1 must not be cast (in any capacity) by,
or on behalf of:
-- a member of the Key Management Personnel; or
-- a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution
1 if the vote is not cast on behalf of a person who is excluded
from voting on the relevant Resolution and:
-- the person is appointed as proxy by writing that specifies
the way the proxy is to vote on the Resolution; or
-- the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on the
resolution, but expressly authorises the Chair to exercise the
proxy even if the Resolution is connected with the remuneration of
a member of the Key Management Personnel.
Chair's voting intentions
The Chair intends to exercise all available proxies in favour of
all Resolutions, unless the Shareholder has expressly indicated a
different voting intention on the Proxy Form.
If the Chair is appointed as your proxy and you have not
specified the way the Chair is to vote on Resolution 1 by signing
and returning the Proxy Form, you are considered to have provided
the Chair with an express authorisation for the Chair to vote the
proxy in accordance with the Chair's intention, even though the
Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel of the
Company.
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END
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