WATERBERG COAL CO LTD TIME: 3.00 pm
DATE: 30 November 2015
PLACE: 38 Station Street Subiaco WA 6008
Business of the Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 5
Glossary 9
Schedule 1 - Terms and Conditions of $0.10 Loyalty Options pursuant to Resolution 3 11
Schedule 2 - Terms and Conditions of $0.15 Loyalty Options pursuant to Resolution 3 13
Proxy Form (enclosed)
TIME AND PLACE OF MEETING
Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 3.00 pm (WST) on 30 November 2015 at:
38 Station Street
Subiaco WA 6008
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on 28 November 2015.
VOTING IN PERSON
To vote in person, attend the Meeting at the time, date and place set out above.
VOTING BY PROXY
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.
In accordance with Section 249L of the Corporations Act, members are advised that:
each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member 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 the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with Section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Sections 250BB and 250BC of the Corporations Act, which came into effect on 1 August 2011, apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean 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.
Further details on these changes is set out below.
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).
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:
the proxy is not recorded as attending the meeting;
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.
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.
RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding 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 financial report for the financial year ended 30 June 2015.'
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
the voter is the Chair and the appointment of the Chair as proxy:
does not specify the way the proxy is to vote on this Resolution; and
expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
RESOLUTION 2 - RE-ELECTION OF DIRECTOR - DR MATHEWS PHOSA
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purpose of Article 10.3(b)iv of the Constitution, ASX Listing Rule
14.5 and for all other purposes, Dr Mathews Phosa, a Director who retires by rotation, and being eligible, is elected as a Director.'
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