Celamin NL : 06/01/2016 Notice of Annual General Meeting/Proxy Form

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Notice of Annual General Meeting and Explanatory Statement‌

The Annual General Meeting of

CELAMIN HOLDINGS NL

ACN 139 255 771

Will be held at

10.00am (AEDST) on Thursday, 4 February 2016 At

Grant Thornton, The Rialto

Level 30, 525 Collins Street, Melbourne, Vic 3000

This Notice of Annual General Meeting and Explanatory Statement 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 advisor without delay

CELAMIN HOLDINGS NL

ACN 139 255 771

Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria 3205

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Celamin Holdings NL (the "Company") will be held at the offices of Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne, Victoria, 3000 at 10.00am (AEDST) on Thursday, 4 February 2016.

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2015.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2015 be adopted."

Voting Exclusion - Resolution 1

A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

2. a Closely Related Party of such member.

   
   

   However, a person described above may cast a vote on Resolution 1 as proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

   
   

3. the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or

4. the person is the Chairman and the appointment of the Chairman as proxy:

5. does not specify the way the proxy is to vote on Resolution 1; and

6. expressly authorises the Chairman to exercise the proxy even if Resolution 1 if connected directly or indirectly with the remuneration of the Key Management Personnel.




The Chairman will vote undirected proxies in favour of Resolution 1.

Resolution 2: Election of Mr Timothy Markwell as a Director of the Company




To consider and, if thought fit, pass the following resolution as an ordinary resolution:




"That Mr Timothy Markwell, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a Director of the Company."




Notes: The non-candidate directors unanimously support the election of Mr Timothy Markwell. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Markwell's election.




Resolution 3: Election of Ms Sue-Ann Higgins as a Director of the Company




To consider and, if thought fit, pass the following resolution as an ordinary resolution:




"That Ms Sue-Ann Higgins, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a Director of the Company."




Notes: The non-candidate directors unanimously support the election of Ms Sue-Anne Higgins. The Chairman of the meeting intends to vote undirected proxies in favour of Ms Higgins' election.




Resolution 4: Re-election of Mr Martin Broome as a Director of the Company




To consider and, if thought fit, pass the following resolution as an ordinary resolution:




"That Mr Martin Broome who retires by rotation as a Director in accordance with the Constitution of the Company and being eligible for re-election, be re-elected as a Director of the Company."




Notes: The non-candidate directors unanimously support the election of Mr Martin Broome. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Broome's election.




By order of the Board







Melanie Leydin Company Secretary Melbourne

23 December 2015

CELAMIN HOLDINGS LIMITED

ABN 82 139 255 771




EXPLANATORY STATEMENT




This Explanatory Statement accompanies and forms part of the Notice of Annual General Meeting dated 23 December 2015. The purpose of this Explanatory Statement is to provide Members with information that is reasonable and required by Members in order to decide how to vote on the resolutions set out in the Notice of Meeting. The Directors recommend that you read this Explanatory Statement, together with the Notice of Meeting, in its entirety, before making their decision on how to vote on the resolutions.




Receipt and consideration of Accounts & Reports




A copy of the Annual Report for the financial year ending 30 June 2015 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at [phone], and you may request that this occurs on a standing basis for future years. Alternatively you may access the annual report at the Company's website: www.celaminnl.com.au or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.




Resolution 1: Adoption of Remuneration Report




The Corporations Act, pursuant to sections 249L(2) and 250(2), requires that at a listed Company's Annual General Meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, section 250R(3) of the Corporations Act 2001 expressly provides that the vote on such a resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing its remuneration practices and policies.




The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company (described as "Key Management Personnel") as required by section 300 of the Corporations Act. The Remuneration Report is part of the Directors' report contained at pages 6-10 in the annual financial report of the Company for the financial year ending 30 June 2015. It sets out a range of matters relating to the remuneration of the Directors and senior managers of the Company.




A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting, as required by section 250SA of the Corporations Act.




The Company encourages all Shareholders to cast their votes in relation to Resolution 1 and if Shareholders intend to appoint a proxy, Shareholders should direct their proxy how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the proxy form. The Chairman of the meeting will vote undirected proxies in favour of Resolution 1.




For the purposes of sections 250R(2) and 250BD(1) of the Corporations Act 2001 (Cth), a vote must not be cast (in any capacity) by or on behalf of the Company's Key Management Personnel (including the Directors), details of whose remuneration are included in the Remuneration Report or their closely related parties, whether as a shareholder or as a proxy. However, a vote may be cast on Resolution 1 by a member of the Company's Key Management Personnel, or their closely related party, if the vote is cast as a proxy, appointed in writing and which specifies how the proxy is to vote on Resolution 1 and the vote is not cast on behalf of a member of the Company's Key Management Personnel, or their closely related party.




If the Chairman of the Meeting is your proxy or is appointed as your proxy by default, and you do not direct your proxy how to vote in respect of Resolution 1 on the proxy form, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel.




The Chairman of the Meeting intends to vote any undirected proxies in favour of Resolution 1.