(b) Any Directed Proxies Which Are Not Voted Will .
ASX ANNOUNCEMENT*M00000112Q02*7 October 2021General Meeting of 88 Energy Limitedto be held on 8 November 2021 at 9:30am (WST)Dear Shareholder,You are invited to attend the General Meeting of the shareholders of 88 Energy Limited (Company)(ASX: 88E) to be held on 8 November 2021 at 9:30am (WST) at:Vibe Hotel Subiaco, Level 9, 9 Alvan Street, Subiaco WA 6008.In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Companywill not be sending hard copies of the Notice of Meeting (Notice) to shareholders unless ashareholder has requested a hard copy by 7 November 2021. You will be able to access theMeeting Materials online at the Company’s website www.88energy.com. A complete copy of theMeeting Materials has been posted on the Company’s ASX Market Announcements page.If you have nominated an email address and have elected to receive electronic communicationsfrom the Company, you will also receive an email to your nominated email address with a link toan electronic copy of the Notice.Alternatively, the meeting documents have been posted on the Company’s ASX marketannouncements page.In order to receive electronic communications from the Company in the future, please update yourShareholder details online at www.investorvote.com.au and log in with your unique shareholderidentification number and postcode (or country for overseas residents), that you can find on yourenclosed personalised proxy form.Once logged in you can also lodge your proxy vote online by following the prompts. As a valuedshareholder in the Company, we look forward to your participation in the meeting. If you prefer notto vote online, please return the attached proxy form to the share registry. The Company stronglyencourages Shareholders to lodge a directed proxy form prior to the meeting.The Australian government and the respective State governments are implementing a wide rangeof measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriateto make alternative arrangements to those set out in the Company’s Notice of Meeting, theCompany will notify Shareholders accordingly via the Company’s website at www.88energy.comand the Company’s ASX Announcement Platform at asx.com.au (ASX: 88E).The Notice is important and should be read in its entirety. If you are in doubt as to the course ofaction you should follow, you should consult your financial adviser, lawyer, accountant or otherprofessional adviser. If you are unable to access the Meeting Materials online please contact theCompany Secretary on 61 8 9485 0990 between 9:00am and 5:00pm (WST) Monday to Friday,to arrange a copy.ABN 80 072 964 179www.88energy.com103 Ground Floor, 516 Hay Street, Subiaco WA 6008PO Box 352, Subiaco WA 6904 AustraliaPhone 61 8 9485 0990Samples/000001/000002/i12
This announcement has been authorised by the Board.Media and Investor Relations:88 Energy LtdAshley Gilbert, Managing DirectorTel: 61 8 9485 0990Email:investor-relations@88energy.comFinlay Thomson, Investor RelationsTel: 44 7976 248471Fivemark Partners, Investor and Media RelationsAndrew Edge / Michael VaughanTel: 61 410 276 744Tel: 61 422 602 720EurozHartleys LtdDale BryanTel: 61 8 9268 2829Cenkos SecuritiesNeil McDonald / Derrick LeeTel: 44 131 220 6939Page 2 of 2
88 ENERGY LIMITEDACN 072 964 179NOTICE OF GENERAL MEETINGNotice is given that the Meeting will be held at:TIME:9:30 am (WST)DATE:8 November 2021PLACE:Vibe Hotel SubiacoLevel 9, 9 Alvan StreetSUBIACO WA 6008This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they shouldvote, they should seek advice from their professional advisers prior to voting.Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact theCompany Secretary on 61 8 9485 0990.
CONTENTSBusiness of the Meeting (setting out the proposed Resolutions)5Explanatory Statement (explaining the proposed Resolutions)14Glossary32Schedule 1 – Terms and Conditions of Broker OptionsSchedule 2 - Vesting Conditions of Performance RightsSchedule 3 – Copy of Performance Rights PlanSchedule 4 – Performance Rights ValuationProxy FormIMPORTANT INFORMATIONTime and place of MeetingNotice is given that the General Meeting of the Company will be held at 9:30 am on 8th November2021 at:Vibe Hotel SubiacoLevel 9, 9 Alvan StreetSubiaco WA 6008Your vote is importantThe business of the Meeting affects your shareholding and your vote is important.Voting eligibilityThe 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 at9:30 am (WST) on Saturday, 6 November 2021.DI Holders may attend the Meeting but will not be permitted to vote at the Meeting. For their votesto be counted DI Holders must submit their CREST Voting Instruction to the Company’s agent by10:00 am (GMT) on 4 November 2021. Alternatively, DI Holders can vote using the enclosed Form ofInstruction in accordance with the instructions below.Voting in personA shareholder that is an individual may attend and vote in person at the meeting. If you wish toattend the meeting, please bring the enclosed proxy form to the meeting to assist in registering yourattendance and number of votes. Please arrive 20 minutes prior to the start of the meeting tofacilitate this registration process.Voting by proxyIf you do not wish to attend the meeting, you may appoint a proxy to attend and vote on yourbehalf. A body corporate may also appoint a proxy. A proxy need not be a shareholder. If arepresentative of a corporate proxy is to attend the meeting, you must ensure that the appointmentof the representative is in accordance with section 250D of the Corporations Act. The corporaterepresentative should bring to the meeting evidence of his or her appointment, including anyauthority under which the appointment is signed. A form of the certificate may be obtained fromthe Company’s share registry.xecutive Chairman & CEOMr Shann on G re en2
If you are entitled to cast 2 or more votes, you are entitled to appoint up to 2 proxies to attend themeeting and vote on your behalf and may specify the proportion or number of votes that eachproxy is entitled to exercise. If you do not specify the proportion or number of votes that each proxyis entitled to exercise, each proxy may exercise half of the votes. If you wish to appoint a secondproxy, an additional proxy form may be obtained by telephoning the Company’s share registry oryou may copy the enclosed proxy form. To appoint a second proxy, you must follow the instructionson the proxy form.Sections 250BB and 250BC of the Corporations Act took effect on 1 August 2011 and apply to votingby proxy. 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:(a)if proxy holders vote, they must cast all directed proxies as directed; and(b)any directed proxies which are not voted will automatically default to the chairman of themeeting, who must vote the proxies as directed.If the proxy has two or more appointments that specify different ways to vote on a resolution, theproxy must not vote on that resolution on a show of hands.To be valid, your proxy form (and any power of attorney under which it is signed) must be receivedat an address given below by 9:30 am (WST) on 6 November 2021. Any proxy form received afterthat time will not be valid for the scheduled meeting.OnlineAt www.investorvote.com.auBy mailShare Registry – Computershare Investor Services Pty LimitedGPO Box 242, Melbourne VIC 3001By fax1800 783 447 (within Australia) 61 3 9473 2555 (outside Australia)By mobileScan the QR Code on your proxy form and follow the promptsCustodianFor Intermediary Online subscribers only (custodians) please visitVotingwww.intermediaryonline.com to submit your voting intentionsUnited Kingdom (CREST Voting Instruction)DI Holders in CREST may transmit voting instructions by utilising the CREST voting service inaccordance with the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed a voting serviceprovider, should refer to their CREST sponsor or voting service provider, who will be able to takeappropriate action on their behalf.In order for instructions made using the CREST voting service to be valid, the appropriate CRESTmessage (CREST Voting Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions, as described in theCREST Manual (available via www.euroclear.com/CREST).To be effective, the CREST Voting Instruction must be transmitted so as to be received by theCompany’s agent (3RA50) no later than 10:00 am (GMT) on 4 November 2021. For this purpose, thetime of receipt will be taken to be the time (as determined by the timestamp applied to the CRESTVoting Instruction by the CREST applications host) from which the Company’s agent is able toretrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. DIHolders in CREST and, where applicable, their CREST sponsors or voting service providers should notethat Euroclear does not make available special procedures in CREST for any particular messages.Normal system timings and limitations will therefore apply in relation to the transmission of CRESTVoting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is aCREST personal member or sponsored member or has appointed a voting service provider, toprocure that the CREST sponsor or voting service provider takes) such action as shall be necessaryto ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by anyparticular time.In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providersare referred, in particular, to those sections of the CREST Manual concerning practical limitations ofthe CREST system and timings.xecutive Chairman & CEOMr Shann on G re en3
Form of InstructionDI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting. In order tohave votes cast at the Meeting on their behalf, DI Holders must complete, sign and return the Formsof Instruction sent to them together with this Notice to the Company’s agent, Computershare UK,by no later than 10:00 am (GMT) on 4 November 2021.xecutive Chairman & CEOMr Shann on G re en4
BUSINESS OF THE MEETINGAGENDA1.RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SUBSCRIPTION SHARES UNDERLISTING RULE 7.1To consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purposes of Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 44,000,000 Shares on the terms and conditionsset out in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf of aperson who participated in the issue or is a counterparty to the agreement beingapproved (namely Elko International LLC) or an associate of that person or those persons.However, this does not apply to a vote cast in favour of the Resolution by:2.(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the Resolution; and(ii)the holder votes on the Resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SUBSCRIPTION SHARES UNDERLISTING RULE 7.1To consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purposes of Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 335,000,000 Shares on the terms andconditions set out in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf of aperson who participated in the issue or is a counterparty to the agreement beingapproved (namely Elko International LLC) or an associate of that person or those persons.However, this does not apply to a vote cast in favour of the Resolution by:(a)xecutive Chairman & CEOa person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; orMr Shann on G re en5
(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)(ii)3.the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the Resolution; andthe holder votes on the Resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1To consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purposes of Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 10,000,000 Shares on the terms and conditionsset out in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf of aperson who participated in the issue or is a counterparty to the agreement beingapproved (namely S3 Consortium Pty Ltd) or an associate of that person or those persons.However, this does not apply to a vote cast in favour of the Resolution by:4.(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the Resolution; and(ii)the holder votes on the Resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1To consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purposes of Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 633,457,196 Shares on the terms andconditions set out in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf ofany of a person who participated in the issue or is a counterparty to the agreement beingapproved (namely Alaska Peregrine Development Company LLC) or an associate of thatperson or those persons.However, this does not apply to a vote cast in favour of the Resolution by:xecutive Chairman & CEOMr Shann on G re en6
5.(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the Resolution; and(ii)the holder votes on the Resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDERLISTING RULE 7.1To consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purposes of Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 855,856,369 Placement Shares on the termsand conditions set out in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf of aperson who participated in the issue or is a counterparty to the agreement beingapproved (namely the Placement Participants) or an associate of that person or thosepersons.However, this does not apply to a vote cast in favour of the Resolution by:6.(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the Resolution; and(ii)the holder votes on the Resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.RESOLUTION 6 – ISSUE OF UNLISTED OPTIONS TO EUROZ HARTLEYS LIMITED ANDINYATI CAPITAL PTY LTDTo consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purposes of Listing Rule 7.1 and for all other purposes, approvalis given for the Company to issue 50,000,000 Unlisted Options toxecutive Chairman & CEOMr Shann on G re en7
Euroz Hartleys Limited and Inyati Capital Pty Ltd (exercisable at 0.05 on orbefore the date which is 3 years from the date of issue).Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf of aperson who participated in the issue or is a counterparty to the agreement beingapproved (namely Euroz Hartleys Limited and Inyati Capital Pty Ltd) or an associate of thatperson or those persons.However, this does not apply to a vote cast in favour of the Resolution by:7.(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the Resolution; and(ii)the holder votes on the Resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.RESOLUTION 7 – RE-APPROVAL OF PERFORMANCE RIGHTS PLANTo consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, for the purpose of ASX Listing Rule 7.2 (Exception 13(b)) and for allother purposes, approval is given to adopt an employee incentive schemetitled Performance Rights Plan (PRP) and for the issue securities under thatPlan, on the terms and conditions set out in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of this Resolution by a person who iseligible to participate in the employee incentive scheme or an associate of that person orthose persons. However, this does not apply to a vote cast in favour of the Resolution by:xecutive Chairman & CEO(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the resolution; and(ii)the holder votes on the resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.Mr Shann on G re en8
Voting Prohibition Statement:A person appointed as a proxy must not vote, on the basis of that appointment, on thisResolution if:(a)(b)the proxy is either:(i)a member of the Key Management Personnel; or(ii)a Closely Related Party of such a member; andthe appointment does not specify the way the proxy is to vote on this Resolution.However, the above prohibition does not apply if:8.(a)the proxy is the Chair; and(b)the appointment expressly authorises the Chair to exercise the proxy even thoughthis Resolution is connected directly or indirectly with remuneration of a memberof the Key Management Personnel.RESOLUTION 8 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – STEPHEN STALEYTo consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, subject to the passing of Resolution 7, for the purposes of section195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for allother purposes, approval is given for the Company to grant up to 10,000,000Performance Rights to Stephen Staley (or his nominee) under thePerformance Rights Plan (PRP) on the terms and conditions set out in theExplanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf ofany person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participatein the employee incentive scheme in question (including Stephen Staley) or an associateof that person or those persons. However, this does not apply to a vote cast in favour ofthe Resolution by:(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the resolution; and(ii)the holder votes on the resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.Voting Prohibition Statement:In accordance with section 224 of the Corporations Act, a vote on this Resolution must notbe cast (in any capacity) by or on behalf of a related party of the Company to whom theResolution would permit a financial benefit to be given, or an associate of such a relatedparty (Resolution 8 Excluded Party). However, the above prohibition does not apply if thevote is cast by a person as proxy appointed by writing that specifies how the proxy is tovote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party.xecutive Chairman & CEOMr Shann on G re en9
In accordance with section 250BD of the Corporations Act, a person appointed as a proxymust not vote, on the basis of that appointment, on this Resolution if:(a)(b)the proxy is either:(i)a member of the Key Management Personnel; or(ii)a Closely Related Party of such a member; andthe appointment does not specify the way the proxy is to vote on this Resolution.Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does notapply if:9.(a)the proxy is the Chair; and(b)the appointment expressly authorises the Chair to exercise the proxy even thoughthis Resolution is connected directly or indirectly with remuneration of a memberof the Key Management Personnel.RESOLUTION 9 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – PHILIP BYRNETo consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, subject to the passing of Resolution 7, for the purposes of section195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for allother purposes, approval is given for the Company to grant up to10,000,000Performance Rights Philip Byrne (or his nominee) under the Company’sPerformance Rights Plan (PRP) on the terms and conditions set out in theExplanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf ofany person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participatein the employee incentive scheme in question (including Philip Byrne) or an associate ofthat person or those persons. However, this does not apply to a vote cast in favour of theResolution by:(a)a person as a proxy or attorney for a person who is entitled to vote on theResolution, in accordance with the directions given to the proxy or attorney tovote on the Resolution in that way; or(b)the Chair as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on theResolution as the Chair decides; or(c)a holder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:(i)the beneficiary provides written confirmation to the holder that thebeneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the resolution; and(ii)the holder votes on the resolution in accordance with directions givenby the beneficiary to the holder to vote in that way.Voting Prohibition Statement:In accordance with section 224 of the Corporations Act, a vote on this Resolution must notbe cast (in any capacity) by or on behalf of a related party of the Company to whom theResolution would permit a financial benefit to be given, or an associate of such a relatedparty (Resolution 9 Excluded Party). However, the above prohibition does not apply if thevote is cast by a person as proxy appointed by writing that specifies how the proxy is tovote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party.xecutive Chairman & CEOMr Shann on G re en10
In accordance with section 250BD of the Corporations Act, a person appointed as a proxymust not vote, on the basis of that appointment, on this Resolution if:(a)(b)the proxy is either:(i)a member of the Key Management Personnel; or(ii)a Closely Related Party of such a member; andthe appointment does not specify the way the proxy is to vote on this Resolution.Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does notapply if:10.(a)the proxy is the Chair; and(b)the appointment expressly authorises the Chair to exercise the proxy even thoughthis Resolution is connected directly or indirectly with remuneration of a memberof the Key Management Personnel.RESOLUTION 10 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – JOANNEKENDRICKTo consider and, if thought fit, to pass, with or without amendment, the followingresolution as an ordinary resolution:“That, subject to the passing of Resolution 7, for the purposes of section195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for allother purposes, approval is given for the Company to grant up to 10,000,000Performance Rights to Joanne Kendrick (or her nominee) under theCompany’s Performance Rights Plan (PRP) on the terms and conditions setout in the Explanatory Statement.”Voting Exclusion Statement:The Company will disregard any votes cast in favour of the Resolution by or on behalf ofany person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participatein the employee incentive scheme in question (including Jo
(a) if proxy holders vote, they must cast all directed proxies as directed; and (b) any directed proxies which are no
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