Notice of Annual General Meeting‌‌‌‌‌ Meeting Documents
  1. Notice of Annual General Meeting

  2. Explanatory Statement

  3. Proxy Form

Notice is given that the Annual General Meeting of‌‌

the shareholders of Gindalbie Metals Ltd will be held at the London House Meeting Room,

216 St Georges Terrace, Perth, Western Australia

at 9.00 am (Perth time) on Friday 25 November 2016

Key Dates

Deadline for lodgment of Proxy Forms Deadline for Online Voting

Date and time for determining eligibility to vote Date and time of Annual General Meeting

9.00 am (Perth time) on Wednesday 23 November 2016

9.00 am (Perth time) on Wednesday 23 November 2016

4.00 pm (Perth time) on Wednesday 23 November 2016

9.00 am (Perth time) on Friday 25 November 2016

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Gindalbie Metals Ltd will be held at the London House Meeting Room, 216 St Georges Terrace, Perth, Western Australia at 9.00 am (Perth time) on Friday 25 November 2016, for the purpose of considering and, if thought fit, passing the following Resolutions.

Terms used in this Notice of General Meeting will, unless the context otherwise requires, have the meaning given to them in the Glossary contained in the Explanatory Statement.

  1. Ordinary business

  2. Financial Reports

    To receive and consider the Financial Report of the Company and the reports of the Directors and auditors for the financial year ended 30 June 2016.

  3. Resolution 1: Adoption of Remuneration Report

    To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

    "THAT the Remuneration Report for the year ended 30 June 2016 be adopted by the Company."

    Note: The Remuneration Report is set out from page 12 of the Financial Statements contained in the 2016 Annual Report. In accordance with section 250R(3) of the Corporations Act, the votes cast in respect of this Resolution are advisory only and do not bind the Directors or the Company.

  4. Resolution 2: Re-election of Director - Andrew (Robin) Marshall

    To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

    "THAT Andrew (Robin) Marshall, having retired from his office as a Director in accordance with the constitution of the company and, being eligible, having offered himself for re-election, be re-elected as a Director."

  5. Resolution 3: Re-election of Director-Keith Jones

    To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

    "THAT Keith Jones, having retired from his office as a Director in accordance with the constitution of the company and, being eligible, having offered himself for re-election, be re-elected as a Director and Chairman."

  6. Voting exclusions statement

  7. Resolution 1 (Remuneration Report)

    The Company will disregard any votes cast on Resolution 1 by, or on behalf of:

    • A member of the KMP of the Company details of whose remuneration are included in the Remuneration Report (and their closely related parties) in any capacity; and

    • A member of the KMP of the Company at the date of the meeting (and their closely related parties) acting as proxy.

      Unless the vote is cast:

    • As a proxy for a person entitled to vote in accordance with a direction on the proxy form, or

    • By the Chair of the Meeting as proxy for a person entitled to vote and the Chair has received express authority to vote undirected proxies as the Chair sees fit even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

  8. Chair's voting intentions

    Subject to any applicable voting exclusions, the Chair of the meeting intends to vote all available undirected proxies IN FAVOUR of Resolutions 1-3.

  9. Determination of membership and voting entitlements

    For the purpose of determining a person's entitlement to vote at the Annual General meeting, a person will be recognised as a member of the Company and the holder of Shares if that person is registered as a holder of those Shares at 4.00 pm (Perth time) on Wednesday 23 November 2016.

  10. Votes of members

    On a show of hands, each member present in person or by proxy (or, in the case of a body corporate, by a representative) at the Annual General Meeting who is entitled to vote shall have one vote.

    On a poll, every member present in person or by attorney or by proxy (or, in the case of a body corporate, by a representative) who is entitled to vote shall have one vote for each Share held by him, her or it.

  11. Votes of members

  12. Please note that:

    1. A Shareholder entitled to attend and vote at the Annual General meeting is entitled to appoint no more than two proxies;

    2. A personalised proxy form accompanies this Notice;

    3. A proxy may be a Shareholder of the Company;

    4. A proxy need not be a Shareholder of theCompany;

    5. Where a Shareholder appoints two proxies, the following rules apply:

    6. Each proxy may exercise half of the Shareholder's voting rights if the appointment does not specify a proportion or number of the Shareholder's voting rights the proxy may exercise;

    7. On a show of hands, neither proxy may vote; and

    8. On a poll, each proxy may only exercise the voting rights the proxy represents;

    9. A proxy has the authority to vote on the Shareholder's behalf as he or she thinks fit, on any motion to adjourn the Annual General Meeting, or any other procedural motion, unless the Shareholder gives a direction to the contrary;

    10. A valid proxy form will be deemed to confer authority to demand or join in demanding a poll;

    11. To be valid, a proxy form must be signed by the Shareholder or the Shareholder's attorney or, if the Shareholder is a corporation, executed in accordance with the corporation's constitution and the Corporation Act (and may be signed on behalf of the corporation by its attorney); and

    12. i) To be valid, a proxy for and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be received at the registered office of the Company or at an address given below by no later than 9.00 am (Perth time) on Wednesday 23 November 2016:

      By Mail: Gindalbie Metals Limited

      c/- LINK Market Services Ltd

      Locked Bag A14, Sydney South NSW 1235;

      By Hand: LINK Market Services

      1A Homebush Bay Drive, Rhodes NSW 2138; By facsimile: +61 2 9287 0309; or

      Online at www.linkmarketservices.com.au, instructions as follows:

      Select 'Investor & Employee Login' and enter Gindalbie Metals Limited or the ASX code GBG 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 the 'Voting' tab 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.

      Important Notes

      1. For further information and explanation on the above Resolutions, please refer to the "Explanatory Statement" which accompanies this Notice of GeneralMeeting.

      2. The Resolution is required pursuant to the provisions of the Listing Rules of the Australian Securities Exchange. Dated: 20 October 2016

      3. By order of the Board of Directors.

        Rebecca Moylan Company Secretary

      Gindalbie Metals Ltd. published this content on 27 October 2016 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 27 October 2016 02:06:03 UTC.

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