PHOENIX GOLD LTD This Notice of 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 adviser without delay.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9021 2704.
The 2015 annual report is available online visit www.phoenixgold.com.au
CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions) 1
Explanatory Statement (explaining the proposed resolutions) 4
Glossary 6
TIME AND PLACE OF MEETING AND HOW TO VOTE
The Annual General Meeting of Shareholders to which this Notice of Meeting relates will be held at
10:00 am (WST) on Tuesday, 24 November 2015 at: Hannans Club Function Room 44 Brookman Street Kalgoorlie, Western AustraliaThe business of the Annual General Meeting affects your shareholding and your vote is important.
To vote in person, attend the Meeting on the date and at the place set out above. If you wish to attend the Meeting, please arrive 20 minutes prior to the start of the Meeting to facilitate the registration process.
If you are unable to attend the Meeting please complete and return the enclosed Proxy Form in accordance with the specified instructions.
To vote by proxy:
the signed and completed Proxy Form (enclosed with this Notice); and
if the appointment is signed by the appointor's attorney - the authority under which the appointment was signed (e.g. a power of attorney), or a certified copy of it,
must be mailed to or sent by facsimile transmission to the Company's Share Registry, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001 Australia or facsimile number (inside Australia) 1800 783 447 or (outside Australia) +61 3 9473 2555 or to the Company's registered office at Unit 2, 53 Great Eastern Highway, West Kalgoorlie, Western Australia 6430, facsimile number
+61 (8) 9021 3393 at least 48 hours prior to the meeting (10:00 am (WST), Sunday, 22 November 2015), or adjourned meeting as the case may be, at which the individual named in the Proxy Form proposes to vote. For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions. Any Proxy Form received after that time will not be valid for the scheduled meeting.
NOTICE OF ANNUAL GENERAL MEETINGNotice is given that the Annual General Meeting of Phoenix Gold Limited (Company) will be held at The Hannans Club Function Room located at 44 Brookman Street, Kalgoorlie, Western Australia on Tuesday, 24 November 2015 commencing at 10:00 am (WST).
The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the Declaration of the Directors, the Directors' Report, the Remuneration Report and the auditor's report.
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RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as a non-binding resolution:
'That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2015.'
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
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.
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:
the person does so as a proxy appointed in writing and the Proxy Form specifies how the proxy is to vote on Resolution 1; or
the person is the Chairman of the Meeting and the appointment of the Chairman as proxy:
does not specify the way the proxy is to vote on Resolution 1; and
expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of the Key Management Personnel.
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RESOLUTION 2 - ELECTION OF DIRECTOR - MR IAN GREGORY
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That, for the purpose of clause 10.8 of the Constitution and for all other purposes, Ian Gregory, a Director who was appointed on 8 May 2015, retires, and being eligible, is elected as a Director.'
- RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR STUART HALL
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 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.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'That, for the purpose of clause 10.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Stuart Hall, a Director, retires by rotation, and being eligible, is re- elected as a Director.'
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