Notice of General Meeting of Shareholders
Released
Released
Announcement PDF
Media & ASX Announcement | 16 July 2025
General Meeting of Shareholders
SYDNEY: Provaris Energy Ltd (ASX.PV1, Provaris, or the Company) hereby provides notice that a General
Meeting (Meeting) of shareholders of the Company will be held at 10.00am (AEST) on Thursday, 14 August
2025, at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney NSW 2000 (offices of Johnson Winter Slattery).
Please find attached:
•
Shareholder letter, regarding the Meeting material, which will be sent by post to those shareholders
who have not elected to receive notices by email;
•
Notice of Meeting; and
•
Sample Proxy Form. A personalised proxy form will be attached to your shareholder letter.
Details on how to vote and attend the Meeting are included in the Notice of Meeting.
- END This announcement has been authorised for release by the Company Secretary of Provaris Energy Ltd.
For further information please contact:
Norm Marshall
Company Secretary
+61 481 148629
nmarshall@provaris.energy
ASX.PV1
Martin Carolan
Managing Director & CEO
+61 404 809019
mcarolan@provaris.energy
@ProvarisEnergy
Provaris Energy Ltd.
info@provaris.energy
Sydney, Australia | Oslo, Norway
About Provaris Energy
Provaris Energy Ltd (ASX: PV1) is advancing innovative Compressed Hydrogen (H2) and Carbon Dioxide (CO₂) storage
and transport solutions through proprietary tank designs for storage maritime gas carriers, and integrated supply chain
development. Focused on simplicity, efficiency and scalability, Provaris enables regional supply chains that support the
global energy transition. www.provaris.energy
ACN 109 213 470 |
WWW.PROVARIS.ENERGY
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PROVARIS ENERGY LTD
ACN 109 213 470
NOTICE OF GENERAL MEETING
10.00AM (AEST) on Thursday, 14 August 2025
at
Quay Quarter Tower,
Level 14, 50 Bridge St,
Sydney NSW 2000
(Offices of Johnson Winter Slattery)
Shareholders who wish to vote, but who do not wish to attend the General
Meeting, are encouraged to vote by appointing the Chair as their proxy (and,
where desired, directing the Chair how to vote on each resolution)
Please read this document carefully.
You should read this document in its entirety before deciding whether or not to vote for or against
any Resolution at the General Meeting.
If you are in doubt as to how you should vote, you should seek advice from your professional
advisers prior to voting.
If you are unable to attend the General Meeting please complete and return your proxy form
in accordance with the specified instructions.
Notice is hereby given that a General Meeting of Shareholders of Provaris Energy Ltd (ACN 109 213
470) will be held at 10.00am (AEST) on Thursday, 14 August 2025 at Quay Quarter Tower, Level 14,
50 Bridge St, Sydney NSW 2000 (offices of Johnson Winter Slattery).
The Explanatory Statement to this Notice provides additional information on matters to be considered
at the Meeting. The Explanatory Statement and Proxy Form each form part of this Notice.
Even if you plan to attend the Meeting, the Directors encourage you to submit your proxy vote as early
as possible to ensure that your vote will be counted if, for any reason, you are unable to attend on the
day of the Meeting.
Voting on all Resolutions will be conducted by poll.
CHAIR AND CHAIR’S VOTING INTENTIONS FOR UNDIRECTED PROXIES
It is proposed that Mr Gregory Martin will chair the Meeting. It is the Chair’s intention to vote undirected
proxies (i.e. open proxies) which he holds as proxy in favour of all Resolutions. In exceptional
circumstances, the Chair may change his voting intention on any Resolution, in which case an ASX
announcement will be made.
HOW TO ASK QUESTIONS
Shareholders will be given an opportunity to ask questions at the Meeting, at times specified by the
Chair. However, we welcome questions from Shareholders prior to the Meeting, which questions should
be relevant to the business of the Meeting.
To ask the Company a question prior to the Meeting please send an email to:
nmarshall@provaris.energy. These questions must be received on or before 10.00am (AEST) on
Tuesday, 12 August 2025. The Company’s Managing Director or a Company representative will
endeavour to answer as many of the questions as possible at the Meeting. However, there may not be
sufficient time available at the Meeting to address all questions raised. The Company will not be sending
individual replies to questions.
1
BUSINESS OF THE MEETING
AGENDA
1.
RESOLUTION 1 – RATIFICATION OF THE ISSUE OF SHARES PURSUANT TO THE
7.1 PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 10,357,790 Shares pursuant to the 7.1 Placement, for the purposes
and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a)
any person who participated in the issue; or
(b)
any associates (as defined in the Listing Rules) of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
2.
(c)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(d)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(e)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 2 – RATIFICATION OF THE ISSUE OF SHARES PURSUANT TO THE
7.1A PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 68,688,366 Shares pursuant to the 7.1A Placement, for the purposes
and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a)
any person who participated in the issue; or
(b)
any associates (as defined in the Listing Rules) of those persons.
2
However, this does not apply to a vote cast in favour of this Resolution by:
3.
(c)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(d)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(e)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 3 – ISSUE OF OPTIONS PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of up to 26,348,722 Options pursuant to the Placement, for the purposes and on
the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a)
a person who is expected to participate in, or who will obtain a material benefit as a
result of, the proposed issue (except a benefit solely by reason of being a holder of
ordinary securities in the Company); or
(b)
any associates (as defined in the Listing Rules) of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(c)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(d)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(e)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
3
4.
RESOLUTION 4 – ISSUE OF SHARES AND OPTIONS TO MR MARTIN CAROLAN
PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 2,000,000 Shares and 666,666 Options to Mr Martin Carolan (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr Martin Carolan (or his nominee) and any other person who will obtain a material benefit as
a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company), or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
5.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 5 – ISSUE OF SHARES AND OPTIONS TO MR GREGORY MARTIN
PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 1,000,000 Shares and 333,333 Options to Mr Gregory Martin (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr Gregory Martin (or his nominee) and any other person who will obtain a material benefit as
a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company), or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
4
6.
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 6 – ISSUE OF SHARES AND OPTIONS TO MR ANDREW PICKERING
PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 500,000 Shares and 166,666 Options to Mr Andrew Pickering (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr Andrew Pickering (or his nominee) and any other person who will obtain a material benefit
as a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company), or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
5
7.
RESOLUTION 7 – ISSUE OF SHARES AND OPTIONS TO MR DAVID PALMER PURSUANT
TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 500,000 Shares and 166,666 Options to Mr David Palmer (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr David Palmer (or his nominee) and any other person who will obtain a material benefit as a
result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company), or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
8.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 8 – RATIFICATION OF ISSUE OF SHARES TO YINSON PRODUCTION AS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify:
1) (if the issue of Shares does not occur prior to the Meeting) the agreement to issue
10,000,000 Shares to Yinson Production AS (or its nominee); or
2) (if the issue of Shares occurs prior to the Meeting) the issue of 10,000,000 Shares to
Yinson Production AS (or its nominee),
for the purposes and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Yinson
Production AS (or its nominee) or any associates (as defined in the Listing Rules) of those
persons.
However, the Company need not disregard a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
6
9.
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 9 – ISSUE OF SHARES TO MR MARTIN CAROLAN PURSUANT TO THE
VOLUNTARY REMUNERATION DIRECTION AUTHORITY
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 4,832,864 Shares to Mr Martin Carolan (or his nominee) pursuant to
the Voluntary Remuneration Direction Authority for the purposes and on the terms set out
in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr Martin Carolan (or his nominee) and any other person who will obtain a material benefit as
a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company) or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
7
10.
RESOLUTION 10 – ISSUE OF SHARES TO MR GREGORY MARTIN PURSUANT TO THE
VOLUNTARY REMUNERATION DIRECTION AUTHORITY
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 1,552,364 Shares to Mr Gregory Martin (or his nominee) pursuant to
the Voluntary Remuneration Direction Authority for the purposes and on the terms set out
in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr Gregory Martin (or his nominee) and any other person who will obtain a material benefit as
a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company) or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
11.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 11 – ISSUE OF SHARES TO MR ANDREW PICKERING PURSUANT TO THE
VOLUNTARY REMUNERATION DIRECTION AUTHORITY
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 1,445,455 Shares to Mr Andrew Pickering (or his nominee) pursuant
to the Voluntary Remuneration Direction Authority for the purposes and on the terms set
out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr Andrew Pickering (or his nominee) and any other person who will obtain a material benefit
as a result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company) or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
8
12.
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 12 – ISSUE OF SHARES TO MR DAVID PALMER PURSUANT TO THE
VOLUNTARY REMUNERATION DIRECTION AUTHORITY
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 1,445,455 Shares to Mr David Palmer (or his nominee) pursuant to the
Voluntary Remuneration Direction Authority for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Mr David Palmer (or his nominee) and any other person who will obtain a material benefit as a
result of the issue of the securities (except a benefit solely by reason of being a holder of
ordinary securities in the Company) or any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
9
13.
RESOLUTION 13 – RATIFICATION OF THE ISSUE OF SHARES TO EMPLOYEES
PURSUANT TO THE VOLUNTARY REMUNERATION DIRECTION AUTHORITY
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 1,970,455 Shares to Mr John Stevenson and 818,182 Shares to
Mr Norman Marshall, each of whom is an employee of the Company, pursuant to their
respective Voluntary Remuneration Direction Authorities for the purposes and on the terms
set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
John Stevenson, Mr Norman Marshall, or any associates (as defined in the Listing Rules) of
those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
14.
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
RESOLUTION 14 – RATIFICATION OF THE ISSUE OF SHARES TO COSHESTON
UNIPESSOAL LDA PURSUANT TO THE VOLUNTARY REMUNERATION DIRECTION
AUTHORITY
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 2,078,987 Shares to Coheston Unipessoal LDA pursuant to the
Voluntary Remuneration Direction Authority for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Coheston Unipessoal LDA or any of its associates (as defined in the Listing Rules).
However, this does not apply to a vote cast in favour of this Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution
as the Chair decides; or
10
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
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 the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
OTHER BUSINESS
To transact any other business that may be legally brought before the Meeting.
SNAPSHOT DATE
It has been determined that in accordance with regulation 7.11.37 of the Corpor
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