Indo Mines Limited : Notice of Annual General Meeting 23/10/2013 PDF 186 KB

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Level 1, 28 Ord Street, West Perth at 9.30am (WST) on Thursday, 21 November 2013.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9474 7710.

INDO MINES LIMITED

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of Shareholders of Indo Mines Limited
(Company) will be held at Level 1, 28 Ord Street, West Perth on Thursday, 21 November 2013 at
9.30am (WST) (Meeting).
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered as Shareholders of the Company on Tuesday, 19 November 2013 at 5.00pm (WST).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule
1.

AGENDA

1.Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2013, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2.Resolution 1 - Remuneration Report

To consider, and if thought fit, to pass the following as an ordinary resolution:
"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
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:
(a)the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b)the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3.Resolution 2 - Re-election of Director - Mr Christopher

Catlow

To consider, and if thought fit, to pass the following as an ordinary resolution:
"That, Mr Christopher Catlow who retires in accordance with Article 6.3(c) of the
Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

4.Resolution 3 - Appointment of Auditor

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
"That, subject to the resignation of the current auditor of the Company, for the purposes of Section 327B of the Corporations Act and for all other purposes, PricewaterhouseCoopers, having consented to act as the Company's auditor, be appointed as auditor of the Company on the terms and conditions in the Explanatory Memorandum with effect from the later of the passing of this Resolution and the grant of consent by ASIC to the resignation of the current auditor of the Company."

BY ORDER OF THE BOARD

STACEY APOSTOLOU Company Secretary

21 October 2013

INDO MINES LIMITED

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 1, 28 Ord Street, West Perth on Thursday, 21 November 2013 at 9.30am (WST).
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.
A Proxy Form accompanies the Notice.

2.Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.

2.2 Voting Prohibition by Proxy Holders (Remuneration of Key Management

Personnel)

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
(b) 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 Resolution 1, and:
(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
The Chairman intends to exercise all available proxies in favour of Resolution 1.
Shareholders are able to view the Company's current year Annual Report online at www.indomines.com.auand click on the direct link.

3.Annual Report

The Corporations Act requires the Annual Report to be laid before the Company's annual general meeting. There is no requirement in either in the Corporations Act or the Constitution for Shareholders to approve the Annual Report.
Shareholders will be offered the following opportunities:
(a)discuss the Annual Report which can be accessed online at www.indomines.com.auand click on the direct link;
(b)ask questions or make comment on the management of the Company; and
(c)ask the 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 Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:
(a)the preparation and content of the Auditor's Report;
(b)the conduct of the audit;
(c)accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d)the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4.Resolution 1 - Remuneration Report

The Remuneration Report is contained in the Directors' Report in the Annual Report. Shareholders can access a copy of the report at the Company's website www.indomines.com.au.
In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non- executive Directors.
In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have 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 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 Remuneration Report did not receive a Strike at the 2012 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2014 annual general meeting, this may result in the re-election of the Board.
The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.
Resolution 1 is an ordinary Resolution.

5.Resolution 2 - Re-election of Director - Mr Christopher

Catlow

Article 6.3(c) of the Constitution provides that where the Company has three or more Directors, one third of the Directors (rounded down to the nearest whole number) must retire at each annual general meeting of the Company.
Article 6.3(f) of the Constitution states that a Director who retires under Article 6.3(c) is eligible for re-election.
In accordance with the Constitution, Mr Catlow will retire by rotation and seek re-election. A summary of Mr Catlow's experience and qualifications is as follows:
Mr Catlow is a highly experienced executive in the international resources industry, having worked on the development and operations of sand mining, hard rock and oil and gas projects over a 25 year career. He played a central role in the formation of Iluka Resources Limited and most recently was a senior executive of the ASX-listed iron ore mining company Fortescue Metals Group Limited, since shortly after its formation in 2003. During his seven years at Fortescue, initially as its inaugural Chief Financial Officer and then as its Investment and Business Development Director, the company financed and brought into production its major iron ore mining, processing, rail and port facility in Western Australia's Pilbara region. The development established Fortescue as Australia's third largest iron ore producer behind Rio Tinto and BHP Billiton.
Mr Catlow was appointed a Director of Indo Mines on 25 May 2010.
Your Directors (other than Mr Catlow) unanimously recommend the re-election of Mr Catlow.

6.Resolution 3 - Appointment of Auditor

The Directors understand that the Company's current auditor, KPMG, has given notice to ASIC of their intention to resign as auditor of the Company (under section 329(5) of the Corporations Act), and upon receipt of the consent of ASIC, will resign as auditor of the Company.
Subject to ASIC consenting to the resignation of KPMG, it is proposed, following the nomination of PricewaterhouseCoopers by a Shareholder (see Schedule 2) pursuant to section 328B of the Corporations Act, that the Company by Resolution 3 appoints PricewaterhouseCoopers as auditor of the Company with effect from the later of; the passing of Resolution 3, and the grant of consent by ASIC to the resignation of the current auditor of the Company.
PricewaterhouseCoopers has consented to act in the capacity of auditor, subject to the passing of Resolution 3, and all other requirements of the Corporations Act in relation to the appointment of an auditor have been, or, at the date of the Notice are being met.
Resolution 3 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour of Resolution 3.
The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

Schedule 1- Definitions

In this Notice and the Explanatory Memorandum:
"Annual Report" means the Director's Report, the Financial Report and Auditor's Report in respect of the financial year ended 30 June 2013.
"Auditor's Report" means the auditor's report on the Financial Report. "Board" means the Directors of the Company acting as a board. "Chairman" means the person appointed to chair the Meeting.
"Company" or "Indo Mines" means Indo Mines Limited ABN 40 009 245 210. "Constitution" means the Constitution of the Company as at the date of the Meeting. "Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company.
"Directors' Report" means the annual directors' report prepared under chapter 2M of the Corporations
Act for the Company and its controlled entities.
"Explanatory Memorandum" means the explanatory memorandum to the Notice.
"Financial Report" means the 2013 annual financial report prepared under chapter 2M of the
Corporations Act for the Company and its controlled entities.
"Meeting" has the meaning given in the introductory paragraph of the Notice.
"Notice" means this Notice of Meeting.
"Proxy Form" means the proxy form accompanying the Notice.
"Remuneration Report" means the remuneration report of the Company contained in the director's report.
"Resolution" means a resolution referred to in this Notice.
"Schedule" means a schedule to this Notice.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a shareholder of the Company.
"Strike" means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.
"WST" means Western Standard Time, being the time in Perth, Western Australia.
In this Notice and the Explanatory Memorandum, words importing the singular include the plural and vice versa.

21 October 2013

Schedule 2 - Auditor Appointment Letter

The Directors

Indo Mines Limited

68 South Terrace

South Perth WA 6151

Dear Sirs,

NOMINATION OF AUDITOR

For the purposes of section 328B(1) of the Corporations Act 2001, as a member of Indo Mines Limited (Company), I hereby nominate PricewaterhouseCoopers of Brookfield Place, 125 St Georges Terrace, Perth, Western Australia for appointment as auditor of the Company at the Company's annual general meeting.

Yours faithfully

Mr Chris Catlow - Director

Broadscope Pty Ltd

INDO MINES LIMITED

ABN 40 009 245 210

The Company Secretary

Indo Mines Limited

P R O X Y F O R M

By delivery: By post: By facsimile:

68 South Terrace PO Box 532 +61 8 9474 7771

SOUTH PERTH WA 6151 SOUTH PERTH WA 6951

Name of

Shareholder:

Address of

Shareholder:

Number of Shares entitled to vote:

Step 1 - Appoint a Proxy to Vote on Your Behalf

I/we being Shareholder/s of the Company hereby appoint:

The Chairman

(mark box)

OR if you are NOT appointing the Chairman as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman to be held at Level 1, 28 Ord Street, West Perth on Thursday, 21 November, 2013 at 9.30am (WST), as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit).

If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Important - If the Chairman is your proxy or is appointed your proxy by default

The Chairman intends to vote all available proxies in favour of Resolution 1. If the Chairman is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman's voting intentions on Resolution 1 even if Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Step 2 - Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

* If you mark the Abstain box for a particular Resolution, 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.

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3

Sole Director and Sole Company

Secretary

Director Director/Company Secretary

Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the office of the Company (68 South Terrace, South Perth, WA, 6151, or by post to PO Box 532, South Perth, WA, 6951 or Facsimile (08) 9474 7771 if faxed from within Australia or

+61 8 9474 7771 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting

(WST).

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