ASX ANNOUNCEMENT

19 OCTOBER 2020

LETTER TO SHAREHOLDERS REGARDING

ANNUAL GENERAL MEETING

Dear Shareholder

Flinders Mines Limited (the Company) will be holding its annual general meeting of shareholders at 9:00am (WST) on Friday, 20 November 2020 (Meeting) virtually, via Lumi software.

In accordance with temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link http://flindersmines.com/investors/asx-announcements/.

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company's share registry, Computershare Investor Services Pty Limited by:

post to:

Computershare Investor Services Pty Limited

GPO Box 5193

Sydney NSW 2001

Proxy votes may also be lodged online using the following link: www.investorvote.com.au

Your proxy voting instruction must be received by 9:00am (WST) on 18 November 2020, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Shareholders are provided with various alternatives to participate in this meeting, including the ability to vote and ask questions. Details are provided in the Notice of Meeting and on our website http://flindersmines.com/investors/asx-announcements/.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Computershare Investor Services Pty Limited on 1300 123 345.

Authorised by:

The Board of Flinders Mines Limited

Investors and Shareholders

Andrew Whitehead

General Manager - AWhitehead@flindersmines.com

Media

Michael Weir

Citadel-MAGNUS - 0402 347 032

Flinders Mines Limited

45 Ventnor Avenue

Phone +61 9389 4444

ABN 46 091 118 044

West Perth

Facsimile +61 8 9389 4400

Western Australia 6005

www.flindersmines.com

Notice of Annual General Meeting

FLINDERS MINES LIMITED

ABN 46 091 118 044

Annual General Meeting to be held

Online via the Lumi software platform*

on Friday, 20 November 2020 at 9.00 am (WST).

*In light of potential restrictions on public gatherings arising from the COVID-19 pandemic that may be in place at the date of the Annual General Meeting, the Annual General Meeting will be webcast live online via the Lumi software platform. Shareholders are encouraged to attend, vote and ask questions online using their computer or mobile device by following the instructions outlined in this Notice of Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of Flinders Mines Limited (the Company) will be convened at 9.00am (WST) on Friday, 20 November 2020, online via the Lumi software platform.

Measures to deal with COVID-19

The Company and Board are acutely aware of current circumstances resulting from the COVID-19 pandemic and the potential for continued restrictions on physical gatherings, and to ensure the safety of Shareholders and other participants, our Annual General Meeting will be quite different this year. We will be holding the meeting "virtually", with participants able to participate via an online platform using their computer or mobile device; and Shareholders and proxyholders able to ask questions and vote in real time, subject to the connectivity of their devices.

Shareholders who wish to attend the Meeting will be able to participate in the Meeting via the Lumi software platform. Instructions on how to access the Lumi software platform are set out on page 13 of this Notice of Meeting.

The Company strongly encourages Shareholders to:

  1. read this Notice of Annual General Meeting carefully;
  2. vote by proxy following the instructions set out in this Notice of Annual General Meeting; and/or
  3. participate in the Meeting via the Lumi software platform. Instructions on how to access the Lumi software platform are set out on page 13 of this Notice of Annual General Meeting.

Additionally, the Company will accept written questions in relation to the resolutions to be considered at the meeting at the same time.

We encourage you to complete and return the enclosed proxy form. The completed proxy form must be received by the Company at least 48 hours before the commencement of the meeting.

AGENDA

ORDINARY BUSINESS

ANNUAL FINANCIAL REPORT

To receive and consider the Company's financial statements and reports of the Directors and the independent auditor for the year ended 30 June 2020.

Note: there is no vote on this item.

The annual report incorporating the financial statements is available at:

http://flindersmines.com/investors/company-reports/

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report required by section 300A of the Corporations Act 2001 (Cth), as contained in the Company's Directors' report for the year ended 30 June 2020, be adopted."

Voting exclusion

The Company will disregard any votes cast on Resolution 1 by or on behalf of 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, the Company need not disregard a vote if:

3

  1. it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a Restricted Voter;1 or
  2. the proxy is the Chair of the Meeting voting an undirected proxy and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 - RE-ELECTION OF DIRECTOR MR NEIL WARBURTON

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

"That, for the purposes of ASX Listing Rule 14.5 and Clause 48 of the Constitution, Mr Neil Warburton retires and being eligible, is re-elected as a Director of the Company."

RESOLUTION 3 - REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, pass the following resolution as a special resolution:

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form of the document tabled at the Meeting and signed by the Chairman of the Meeting for identification purposes."

RESOLUTION 4 - CONSOLIDATION OF CAPITAL

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

"That, for the purpose of Section 254H(1) of the Corporations Act and for all other purposes, the Shares of the Company be consolidated through the conversion of every twenty five (25) Shares held by a Shareholder into one (1) Share with any resulting fractions of a Share rounded up to the next whole number of Shares with a corresponding consolidation of all other securities on issue, with the consolidation to take effect in accordance with the timetable and otherwise on the terms and conditions set out in the Explanatory Statement that forms part of this Notice.

Dated this 19th day of October 2020.

BY ORDER OF THE BOARD

Shannon Coates

Joint Company Secretary

1 "Restricted Voter" means Key Management Personnel and their Closely Related Parties as defined in the glossary.

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Flinders Mines Limited published this content on 19 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 October 2020 02:34:02 UTC