INDO MINES LIMITED 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 (02) 9300 3377.
INDO MINES LIMITEDNotice is hereby given that an annual general meeting of Shareholders of Indo Mines Limited (Company) will be held at Level 3, 66 Hunter Street, Sydney NSW at 11.00am (AEDST) on Monday, 30 November 2015 (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
the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
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.
To consider, and if thought fit, to pass the following as an ordinary resolution:
'That, Mr Peter Chambers 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.'
Meeting are those who are registered as Shareholders
of the Company on Monday, 30 November 2015 at 5.00pm (AEDST).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.
To consider, and if thought fit, to pass the following as an ordinary resolution:
'That, Mr Darryl Harris 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.'
To consider the Annual Report of the Company and its
controlled entities for the year ended 30 June 2015, which includes the Financial Report, the Directors' Report and the Auditor's Report.
To consider, and if thought fit, to pass the following as an ordinary resolution:
'That the Remuneration Report be adopted by the
5. Resolution 4 - Re-election of Director - Mr Darjoto SetyawanTo consider, and if thought fit, to pass the following as an ordinary resolution:
'That, Mr Darjoto Setyawan 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.'
Shareholders on the terms and conditions in the Explanatory Memorandum.'
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:
By Order of the Board28 October 2015
INDO MINES LIMITED A B N 4 0 0 0 9 2 4 5 2 1 0-
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 3, 66 Hunter Street, Sydney NSW at 11.00am (AEDST) on Monday, 30 November 2015.
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.
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Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
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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
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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 member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
a Closely Related Party of such member.
the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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.
a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
a proxy need not be a member of the Company; and
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.
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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:
discuss the Annual Report which can be accessed online at www.indomines.com.au and click on the direct link;
ask questions or make comment on the management of the Company; and
ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
the preparation and content of the Auditor's Report;
the conduct of the audit;
accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the auditor in relation to the conduct of the audit,
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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 2014 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 2016 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.
- Resolution 2 - Re-election of Director - Mr Peter Chambers
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:
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.au and click on the direct link.
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:
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
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:
may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.
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(b) of the Constitution states that a Director must retire from office no later than (i) the third annual general meeting of the Company; or (ii) 3 years following that Director's last election or appointment .
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 Peter Chambers will retire and seek re-election.
A summary of Mr Chambers's experience and qualifications is as follows:
Mr Peter Chambers most recently held the position of Managing Director - Strategy and Governance with the Rajawali Group which he retired from at the end of June 2014. He served as a member of the Board of Directors of PT. Rajawali Corpora since 2005. Mr Chambers is a member of the Board of Commissioners and Chairman of the Audit Committee of Excelcomindo, Indonesia's third largest mobile telephone operator. He was one of the key persons when Rajawali established Excelcomindo in the late 1990s.
He has more than 20 years' experience in the finance and telecommunications industries having been the Head of the South East Asia Communication Practice of Coopers and Lybrand (Hong Kong based). Mr Chambers has also held executive roles with various international companies over the years.
Mr Chambers graduated from the Royal Melbourne Institute of Technology in Melbourne, Australia, with a degree in Finance and Accounting.
Mr Chambers was appointed a Director of Indo Mines on 26 November 2012.
Your Directors (other than Mr Chambers) unanimously recommend the re-election of Mr Chambers.
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