ORION METALS LIMITED Level 10
12 Creek Street Brisbane Queensland
ORION METALS LIMITED ACN 096 142 737 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of the Shareholders of Orion Metals Limited (Company) will be held at 11:00am (Brisbane time) on Thursday 20 July 2017 at the offices of BDO, Level 10, 12 Creek Street, Brisbane, Queensland.The Explanatory Memorandum and Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting. Capitalised terms used in this Notice of Meeting have the meaning given to them in Schedule 1 to the Explanatory Memorandum.
ORDINARY BUSINESS-
Annual Financial Report
To receive and consider the Annual Financial Report of the Company and the reports of the Directors and Auditors for the year ended 28 February 2017.
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Resolution 1 - Remuneration Report for the Financial Year ended 28 February 2017
To consider and, if thought fit, to pass the following resolution as an advisory resolution:
"That, for the purposes of section 250R of the Corporations Act, the Remuneration Report for the year ended 28 February 2017 be adopted."
Please note that the vote on Resolution 1 is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:
a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
a Closely Related Party of such member,
and the Company must disregard any such vote cast on Resolution 1.
However, a person described above may cast a vote on Resolution 1, and the Company need not disregard such a vote, if:
the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or
it is cast by the Chairman of the meeting and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if 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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Resolution 2 - Election of Yi Yang as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Yi Yang, who retires as a casual appointee in accordance with Rule 37.2 of the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director."
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Resolution 3 - Election of Feng Wu as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Feng Wu, who retires as a casual appointee in accordance with Rule 37.2 of the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director."
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Resolution 4 - Election of Bo Wang as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Bo Wang, who retires as a casual appointee in accordance with Rule 37.2 of the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director."
SPECIAL BUSINESS -
Resolution 5 - Approval of 10% placement capacity increase
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purposes of ASX Listing Rule 7.1A, and for all other purposes, approval is given for the Company to have the additional capacity to issue equity securities in the capital of the Company, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion Statement
For the purposes of ASX Listing Rule 7.1A, a 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 holder or ordinary securities, if the resolution is passed, and any associates (as defined in the Corporations Act) of those persons, will not be entitled to cast votes in favour of Resolution 5,and the Company must disregard any such vote cast on Resolution 5.
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
it 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.
- Resolution 6 - Refresh Proportional Takeover Provisions
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, in accordance with and for the purposes of section 648G of the Corporations Act, the following proportional takeover provisions be reinserted in the Company's Constitution:
"77. TAKEOVER APPROVAL PROVISIONS
Subject to the provisions of the Corporations Act where offers have been made for shares in the Company under a takeover scheme as defined in the Corporations Act and each such offer relates to a proportion of these shares in the Company included in a class of shares being a proportion that is the same in respect of each offer (herein called the Takeover Scheme) the Directors shall refuse to register a transfer giving effect to a contract resulting from the acceptance of any offer pursuant to the Takeover Scheme unless the provisions of this Rule have been complied with:
the Directors shall convene a Meeting of the Company to be held in accordance with this Constitution on a day which is not less than fifteen (15) days prior to the end of the period during which the offers made pursuant to the Takeover Scheme remain open;
at the Meeting referred to the members entitled to vote in accordance with Rule 77.3 shall consider and vote on a resolution approving the Takeover Scheme which resolution shall be taken to have been passed if the votes cast in favour of the resolution exceed fifty per centum (50%) of all votes validly passed in respect of the resolution; and
for the purposes of the resolution referred to a person (other than the offerer under the Takeover Scheme or a person associated within the meaning of the Corporations Act with the offerer) who, as at 5.00pm on the day on which the
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Annual Financial Report
The first item on the Notice of Meeting deals with the presentation of the Company's Annual Financial Report for the financial year ending 28 February 2017. Shareholders should consider this document and raise any matters of interest with the Directors when this item is being considered.
The Company's Annual Financial Report for the year ended 28 February 2017 is available on the Company's website at www.orionmetals.com.au.
No resolution is required to be moved in respect of this item.
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Resolution 1: Remuneration Report for the Year ending 28 February 2017
During this item of business, Shareholders at the meeting may comment on and ask questions about the Remuneration Report that appears in the Company's 2017 Annual Report.
Section 300A of the Corporations Act requires the Directors' Report to include a remuneration report containing information about the Board's policy for determining the nature and amount of the remuneration of directors and senior management. The report must also explain the relationship between the remuneration policy and the Company's performance. The disclosure requirements stipulated in section 300A of the Corporations Act have been complied with.
The Corporations Act (sections 250R (2) and 250R (3)) provides that the vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company.
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Resolution 2: Election of Director - Yi Yang
Dr Yi Yang was appointed as a Non-Executive Director on 22 July 2016 as a nominee of Excellence Holdings, being a major shareholder of the Company.
Under Rule 37.2 of the Company's Constitution and ASX Listing Rule 14.4, any Director appointed by the Board to fill a casual vacancy or as an addition to the Board (unless it is the person acting as managing director) must retire at the next annual general meeting of the Company. Therefore, Dr Yang retires in accordance with the Constitution and, being eligible, offers himself for election as a Director.
Dr Yi Yang holds a PhD in Philosophy. He was previously a government officer in the Central China Government and is now a director of numerous enterprises in China. He has many years' experience as a fund manager who managed up to RMB1 billion and AUD200 million.
Dr Yang was the founder and Executive Chairman of Beijing Wayield Investment Co., Ltd in 2004 that has financially backed Excellence Holdings in which he has a 50% interest and is a director. Beijing Wayield Investment Co., Ltd is a registered financial institution by the Asset Management Association of China.
Recommendation of Directors
The Directors (other than Dr Yang) unanimously recommend that Shareholders vote in favour of Resolution 2.
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Resolution 3: Election of Director - Feng Wu
Dr Feng Wu was appointed as an Executive Director on 22 July 2016 as a nominee of Excellence Holdings, being a major shareholder of the Company. He has responsibility for compliance.
Under Rule 37.2 of the Company's Constitution and ASX Listing Rule 14.4, any Director appointed by the Board to fill a casual vacancy or as an addition to the Board (unless it is the person acting as managing director) must retire at the next annual general meeting of the Company. Therefore, Dr Wu retires in accordance with the Constitution and, being eligible, offers himself for election as a Director.
Dr Feng Wu holds a PhD in Law. He was previously a Prosecutor of the Supreme People's Procuratorate of China. He founded a successful law practice in China in 2000 and provides services for state owned enterprises and large businesses. He is a director of several other companies in China and is also Executive Chairman of Beijing Electronics Technology Ruida Co., which is a subsidiary of China Electronics Corporation, the largest Chinese state owned IT enterprise and a global top 500 IT company. Dr Wu also has a 50% interest in, and is a director of, Excellence Holdings.
Recommendation of Directors
The Directors (other than Dr Wu) unanimously recommend that Shareholders vote in favour of Resolution 3.
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Resolution 4: Election of Director - Bo Wang
Mr Bo Wang was appointed on 22 July 2016 as an independent Non-Executive Director.
Under Rule 37.2 of the Company's Constitution and ASX Listing Rule 14.4, any Director appointed by the Board to fill a casual vacancy or as an addition to the Board (unless it is the person acting as managing director) must retire at the next annual general meeting of the Company. Therefore, Mr Wang retires in accordance with the Constitution and, being eligible, offers himself for election as a Director.
Mr Bo Wang has a Bachelor of Commerce (Accounting) degree from the University of Canberra and a Master of Management from the University of NSW. He has held several positions in Australian and Chinese companies and is currently Executive Chairman of Boran (Tianjin) Financial Leasing Pty Ltd. He is studying for a Doctor of Psychology at Peking University.
Recommendation of Directors
The Directors (other than Mr Wang) unanimously recommend that Shareholders vote in favour of Resolution 4.
- Resolution 5 - Approval of 10% placement capacity
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Overview of resolution
ASX Listing Rule 7.1A enables eligible entities to have an additional 10% capacity to issue equity securities through placements over a 12 month period after its annual general meeting
(10% Placement Facility). The 10% Placement Facility is in addition to the Company's ability to issue equity securities up to 15% of its issued share capital under ASX Listing Rule 7.1 (15% Placement Facility).
For the purposes of ASX Listing Rule 7.1A, an eligible entity is an entity that:
is not included in the S&P/ASX 300 Index; and
has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).
The Company is an eligible entity for the purposes of ASX Listing Rule 7.1A.
The effect of Resolution 5 will be to allow the Company to issue equity securities under ASX Listing Rule 7.1A during the 10% Placement Period without Shareholder approval and without reliance on the Company's 15% Placement Facility.
Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and entitled to vote on the resolution (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
- Description of ASX Listing Rule 7.1A
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Shareholder approval
The Company's ability to issue equity securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting of the Company.
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Equity securities
Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company.
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Formulae for calculating 10% Placement Facility
The exact number of equity securities that the Company may issue under the 10% Placement Facility will be calculated according to the following formula (as prescribed by ASX Listing Rule 7.1A.2):
(A x D) - E A is 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 ASX Listing Rule 7.2;
plus the number of partly paid shares that became fully paid in the 12 months;
plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% Placement Facility without shareholder approval; and
less the number of fully paid shares cancelled in the 12 months.
is 10%
is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.
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Minimum issue price
The issue price of equity securities issued under ASX Listing Rule 7.1A must not be less than 75% of the VWAP of equity securities in the same 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 5 ASX trading days of the date in paragraph (1) above, the date on which the equity securities are issued.
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10% Placement Period
The equity securities may be issued under the 10% Placement Facility commencing on the date of the Meeting and expiring on the first to occur of the following:
the date that is 12 months after the date of the Meeting at which approval is obtained; or
the date of the approval by Shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main understanding) (after which date, an approval under ASX Listing Rule 7.1A ceases to be valid),
or such longer period if allowed by the ASX (10% Placement Period).
- Specific information required in accordance with ASX Listing Rule 7.3A
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Risk of voting dilution
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.
If Resolution 5 is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted. An example of the potential dilution of the Shareholders' voting power in the Company is shown in the below table, which example is based on a number of qualifications and assumptions (as set out below).
There is a risk that:
the market price for the Company's Shares may be significantly lower on the date of the issue of the equity securities than on the date of the Meeting; and
the equity securities may be issued at a price that is at a discount to the market price for the Company's Shares on the issue date,
which may have an effect on the amount of funds raised by the issue of the equity securities.
The table below shows the potential dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for
variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.
The table also shows:
two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.
Variable "A" in ASX Listing Rule 7.1A.2
Dilution
$0.0195
50% decrease in market price
$0.039
Current market price
$0.078
100% increase in market price
Current Variable "A" 345,097,443 Shares
Shares issued
34,509,744
34,509,744
34,509,744
Funds raised
$672,940.01
$1,345,880.02
$2,691,760.03
50% increase in Variable "A"
517,646,165 Shares
Shares issued
51,764,616
51,764,616
51,764,616
Funds raised
$1,009,410.01
$2,018,820.02
$4,037,640.05
100% increase in Variable "A"
690,194,886 Shares
Shares issued
69,019,488
69,019,488
69,019,488
Funds raised
$1,345,880.02
$2,691,760.03
$5,383,520.06
The table above uses the following assumptions:
there are currently 345,097,444 Shares on issue as at the date of this Notice of Meeting;
the market price set out above is the closing price of the Shares on the ASX on 16 June 2017;
the Company issues the maximum possible number of equity securities under the 10% Placement Facility;
the Company has not issued any equity securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1;
the issue of equity securities under the 10% Placement Facility consists only of Shares;
no Options have or will be exercised into Shares before the date of issue of the equity securities;
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;
this table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1; and
the table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
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.
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Purpose of issue under 10% Placement Facility
The Company may seek to issue equity securities under the 10% Placement Facility for the following purposes:
non cash consideration for the acquisition of new resources, assets and investments including previously announced acquisitions. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3; or
cash consideration. In such circumstances, the Company intends to use the funds raised for an acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration and feasibility expenditure on the Company's current assets and/or general working capital.
The Company will comply with the disclosure obligations under the ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any equity securities pursuant to the 10% Placement Facility.
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Allocation policy under the 10% Placement Facility
The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.
The identity of the recipients of equity securities will be determined on a case-by-case basis having regard to factors that include the following:
the methods of raising funds that are available to the Company, including rights issues or other issues in which existing security holders can participate;
the effect of the issue of the equity securities on the control of the Company;
the financial situation and solvency of the Company; and
advice from corporate, financial and broking advisers (if applicable).
The recipients of any equity securities issued under the 10% Placement Facility have not been determined as at the date of this Notice of Meeting, but may include existing Shareholders and/or new investors who are not a Related Body Corporate (as that term is defined in the Corporations Act) of the Company or their associates.
If Resolution 5 is approved by Shareholders, the Company may issue equity securities under the 10% Placement Facility during the 10% Placement Period, as and when the circumstances of the Company require.
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Previous approval under ASX Listing Rule 7.1A
There have been no previous instances of the Company making an application under ASX Listing Rule 7.1A.
- Voting Exclusions
A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the equity securities under the 10% Placement Facility. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Meeting.
Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.
- Resolution 6 - Proportional Takeover Provisions
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Introduction
The Company's Constitution previously contained, at Rule 77 of the Company's Constitution, provisions dealing with proportional takeover bids for the Shares in accordance with the Corporations Act.
Under the Corporations Act, the proportional takeover provisions must be renewed every 3 years or they will cease to have effect. Rule 77 of the Company's Constitution was last renewed at the annual general meeting of the Company held on 28 June 2011, and accordingly ceased to have effect 3 years after that date.
In accordance with section 648(G)(3) of the Corporations Act, Rule 77 of the Company's Constitution is currently omitted from the Constitution, and has been omitted since the date that is 3 years after the date that Rule 77 of the Company's Constitution was last renewed.
Accordingly, it is proposed that the Shareholders approve a special resolution to alter the Company's Constitution by reinserting Rule 77 on substantially the same terms as the previous Rule 77 of the Company's Constitution (before being omitted in accordance with the Corporations Act).
If Resolution 6 is approved, the proposed Rule 77 (as reinserted into the Company's Constitution) will have effect for 3 years from the date Resolution 6 is passed.
The Corporations Act requires that the following information be provided to shareholders when they are considering the insertion, renewal or reinsertion, of proportional takeover provisions in a constitution.
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What is a proportional takeover bid, and why do we need the proportional takeover approval provisions?
A proportional takeover bid (referred to in Rule 77 as "the Takeover Scheme") involves the bidder offering to buy a proportion only of each shareholder's shares in the company. This means that control of the company may pass without members having the chance to sell all their shares to the bidder. It also means the bidder may take control of the company without paying an adequate amount for gaining control.
In order to deal with this possibility, a company may provide in its constitution that:
in the event of a proportional takeover bid being made for shares in the Company, members are required to vote by ordinary resolution and collectively decide whether to accept or reject the offer; and
the majority decision of the Company's members will be binding on all individual members.
The Directors consider that Shareholders should be able to vote on whether a proportional takeover bid ought to proceed given such a bid might otherwise allow control of the Company to change without Shareholders being given the opportunity to dispose of all of their Shares for a satisfactory control premium. The Directors also believe that the right to vote on a proportional takeover bid may avoid Shareholders feeling pressure to accept the bid even if they do not want it to succeed.
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What is the effect of the proportional takeover approval provisions?
If a proportional takeover bid is made, the Directors must ensure that Shareholders vote on a resolution to approve the bid more than 14 days before the bid period closes.
The vote is decided on a simple majority. Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities, is entitled to vote. However, the bidder and its associates are not allowed to vote.
If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn. If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Constitution.
The bid will be taken to have been approved if the resolution is not voted on within the deadline specified under the Corporations Act. However, the Directors will breach the Corporations Act if they fail to ensure the approving resolution is voted on.
The proportional takeover approval provisions do not apply to full takeover bids, and only apply for 3 years after the date they are inserted in the Constitution, or subsequently renewed. As noted above, the provisions may be renewed or reinserted upon the expiry of the initial 3 year period, but only by a special resolution passed by members.
- Potential advantages and disadvantages
The renewal of the proportional takeover provisions approval will allow the Directors to ascertain members' views on a proportional takeover bid, it does not otherwise offer any advantage or disadvantage to the Directors who remain free to make their own recommendation as to whether the bid should be accepted.
The provisions in Rule 77 will ensure that all members have an opportunity to study a proportional bid proposal and vote on the bid at a general meeting. This is likely to ensure a potential bidder structures its offer in a way which is attractive to a majority of members, including appropriate pricing. Similarly, knowing the view of the majority of members may help individual members assess the likely outcome of the proportional takeover when determining whether to accept or reject the offer.
However, it is also possible that the inclusion of such provisions in the Constitution may discourage proportional takeover bids and may reduce any speculative element in the market price of the Company's shares arising from the possibility of a takeover offer being made. The inclusion of the provisions may also be considered to constitute an unwarranted additional restriction of the ability of members to freely deal with their shares.
The Board considers that the potential advantages for Shareholders of the proportional takeover approval provisions outweigh the potential disadvantages.
As at the date on which this statement was prepared, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.
SCHEDULE 1 DefinitionsThe following words shall have the following meanings in this Notice of Meeting and Explanatory Memorandum:
10% Placement Facility has the meaning given in section 7. 10% Placement Period has the meaning given in section 6.4. ASX means ASX Limited ACN 008 624 691 or, where applicable, the Australian Securities Exchange operated by ASX. Board means the Board of Directors of the Company. Business Day means a day other than a Saturday, Sunday or public holiday in Queensland. Closely Related Party means:a spouse or child of the member; or
has the meaning given in section 9 of the Corporations Act. Company means Orion Metals Limited ACN 096 142 737. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company at the date of this Notice of Meeting. Excellence Holdings means Excellence Holdings HK Limited. Explanatory Memorandum means this explanatory memorandum and any schedule to it. Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise). Listing Rules or ASX Listing Rules means the listing rules of ASX. Meeting means the Annual General Meeting of the Company to be held at 11:00am (Brisbane time) on 20 July 2017 at the offices of BDO, Level 10, 12 Creek Street, Brisbane, Queensland. Notice of Meeting means, unless the context requires otherwise, this document which comprises the Company's Notice of Meeting to be held at 11:00am (Brisbane time) on 20 July 2017 at the offices of BDO, Level 10, 12 Creek Street, Brisbane, Queensland and the accompanying Explanatory Memorandum and the Proxy Form. Options means the 200,000,000 options convertible into Shares issued to Excellence Holdings pursuant to the Investment Agreement entered into between the Company and Excellence Holdings on 17 April 2016 (approved by the Shareholders at the Company's general meeting held on 19 July 2016). Proxy Form means the proxy form attached to the Notice. Remuneration Report means the Company's remuneration report contained in the Directors' Report. Resolution means a resolution of the Company set out in this Notice of Meeting. Shareholder means a shareholder in the Company. Shares means fully paid ordinary shares in the capital of the Company. VWAP means Volume Weighted Average Price of the Company's ASX listed Shares trading under the code ORM. BY MAIL
LODGE YOUR VOTE
Metals Limited
ABN 89 096 142 737
Orion Metals Limited
C/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
1A Homebush Bay Drive, Rhodes NSW 2138
ALL ENQUIRIES TO
Telephone: +61 1300 554 474
PROXY FORM
*X99999999999*
X99999999999
I/We being a member(s) of Orion Metals Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
STEP 1or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am on Thursday, 20 July 2017 at BDO, Level 10, 12 Creek Street, Brisbane, Queensland (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
STEP 21 Remuneration Report for the Financial Year ended 28 February 2017
For
Against Abstain*
5 Approval of 10% placement capacity increase
For
Against Abstain*
Election of Yi Yang as a Director 6 Refresh Proportional Takeover Provisions
Election of Feng Wu as a Director
*ORM PRX1701C*
Election of Bo Wang as a Director
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED
STEP 3Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
ORM PRX1701C
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Tuesday, 18 July 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
+61 2 9287 0309
BY MAIL
Orion Metals Limited
C/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
BY HAND
delivering it to Link Market Services Limited* 1A Homebush Bay Drive
Rhodes NSW 2138
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
* During business hours (Monday to Friday, 9:00am-5:00pm)
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
return both forms together.
first offer under the Takeover Scheme was made, held shares included in the class of shares the subject of the Takeover Scheme is entitled to vote and notwithstanding anything contained in this Constitution shall have one vote for each such share held."
The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered. Shareholders should read the Explanatory Memorandum in full.
OTHER BUSINESSTo consider any other business that may lawfully be brought forward.
QUESTIONS AND COMMENTS BY SHAREHOLDERS AT GENERAL MEETINGA reasonable opportunity will be given to Shareholders as a whole at the Meeting to ask questions about or make comments on the Remuneration Report and the management of the Company and to ask the auditors or their representative questions relevant to the conduct of the audit, the preparation and content of their report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and their independence in relation to the conduct of the audit.
BY ORDER OF THE BOARD
Bill LyneCompany Secretary Dated: 19 June 2017
VOTING ENTITLEMENTFor the purposes of determining entitlements to vote at the Meeting, the Company's Shares will be taken to be held by the people registered as holders at 7:00pm (Brisbane time) on Tuesday 18 July 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
PROXIESShareholders entitled to attend and vote at the Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.
A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.
For an appointment of proxy to be valid, the Proxy Form and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority), must be received at the Company's Share Registry, Link Market Services Limited, in any of the following ways:
- by mail: Orion Metals Limited
c/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
- by fax: +61 2 9287 0309
not less than 48 hours prior to the time of commencement of the Meeting or adjourned Meeting, as the case may be, at which the proxy named in the Proxy Form proposes to vote (i.e. no later than 11:00am (Brisbane time) on Tuesday 18 July 2017).
A proxy must be signed by the Shareholder or the Shareholder's attorney duly authorised in writing or, if the Shareholder is a company, in a manner permitted by the Corporations Act. The proxy may, but need not, be a Shareholder.
A Proxy Form accompanies this Notice of Meeting. Additional Proxy Forms are available on request from the Company's Share Registry.
How undirected proxies held by the Chairman of the meeting will be votedIf you appoint the Chairman of the Meeting as your proxy and you do not specify in the Proxy Form the manner in which you wish the Chairman to vote on the Resolutions to be considered at the Meeting, the Chairman intends to vote in favour of all Resolutions. If you do not direct the Chairman how to vote on Resolution 1, you expressly authorise the Chairman to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel, which includes the Chairman.
If you appoint the Chairman of the Meeting as your proxy and wish to direct the Chairman how to vote on some or all of the Resolutions to be considered at the Meeting, you must complete the directed proxy part of the Proxy Form (Step 2 on the Proxy Form).
The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on each resolution.
IMPORTANT VOTING RESTRICTIONSIf you are entitled to vote, and you wish to appoint a proxy, you should be aware that if your proxy is a person who is not entitled to vote in their own right, the person may (subject to the Corporations Act) still vote as your proxy but your proxy's vote on your behalf will only be valid if, subject to the comments above in respect of undirected proxies held by the Chairman, you direct your proxy on the Proxy Form how to vote and the proxy does vote as directed.
CORPORATE REPRESENTATIVESA Shareholder which is a body corporate and which is entitled to attend and vote at the Meeting, or a proxy which is a body corporate and which is appointed by a Shareholder entitled to attend and vote at the Meeting, may appoint a person to act as its representative in accordance with section 250D of the Corporations Act. The representative must present satisfactory evidence of his or her appointment prior to admission to the Meeting.
ORION METALS LIMITED ACN 096 142 737 EXPLANATORY MEMORANDUMThis Explanatory Memorandum has been prepared for the information of Shareholders in Orion Metals Limited (Company) in connection with the business to be considered at the Meeting of Shareholders to be held at 11:00am (Brisbane time) on Thursday 20 July 2017 at the offices of BDO, Level 10, 12 Creek Street, Brisbane, Queensland.
This Explanatory Memorandum comprises part of the accompanying Notice of Meeting. Capitalised terms are defined in the "Definitions'" section at the end of this Explanatory Memorandum.
Details of the business to be considered at this Meeting are set out below.
Purpose of Explanatory MemorandumThe purpose of this Explanatory Memorandum is to provide Shareholders with information which may be relevant to the Resolutions to be put to Shareholders at the Meeting.
Shareholders should note that there is a risk that:
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
Orion Metals Limited published this content on 20 June 2017 and is solely responsible for the information contained herein.
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