TIARO COAL LIMITED 
By The Annual General Meeting of
Tiaro Coal Limited
ACN 127 936 412
will be held at Level 2, Hudson House
131 Macquarie Street, Sydney NSW 2000
At 12.00 noon on 27th May 2014
Tiaro Coal Limited - Annual General Meeting 27th May 2014
NOTICE OF THE ANNUAL GENERAL MEETING Tiaro Coal Limited ACN 127 936 412Notice is hereby given that the Annual General Meeting of members of Tiaro Coal Limited (the
Company) will be held at the registered office of the Company, Hudson House, Level 2, 131Macquarie Street, Sydney NSW 2000 at 12.00 noon on Tuesday 27 May 2014.
Ordinary Business 1. Financial Statements and ReportsTo receive the Company's financial statements and the reports of the Directors and the
Auditors thereon for the financial year ended 31 December 2013.
2. Resolution 1: Ordinary resolution to adopt the Remuneration ReportTo consider, and if thought fit, to pass, the following resolution as a non-binding resolution.
"That the Directors' Remuneration Report for the year ended 31 December 2013 be and is hereby adopted for the purposes of the Corporations Act 2001".
NOTE: this Remuneration Report is set out on pages 22 to 25 of the directors' Report contained in the 2013
Annual Report in accordance with Section 250R(3) of the Corporations Act 2001 (the Act).
Voting Exclusion Statement
The company will disregard any votes cast on Resolution 1 (in any capacity, whether as proxy or as shareholder) by any of the following:
(a) Key Management Personnel; and
(b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is:
(c) Cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the
proxy Is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and
(b) above; or
(d) Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.
3. Election of directors a) Resolution 2: Ordinary resolution to re-elect Tan Sri Ibrahim Menudin as a director of the CompanyTo consider, and if thought fit, to pass, the following resolution as an ordinary resolution.
"That Tan Sri Ibrahim Menudin, retiring by rotation in accordance with Article 48.1.3 of the
Company's Constitution, be re-elected as a director of the Company".
b) Resolution 3: Ordinary resolution to re-elect Jianfei Wang as a director of the CompanyTo consider, and if thought fit, to pass, the following resolution as an ordinary resolution.
"That Jianfei Wang, retiring by rotation in accordance with Article 48.1.3 of the Company's
Constitution, be re-elected as a director of the Company."
Tiaro Coal Limited - Annual General Meeting 27th May 2014
4. Approval of issue of shares to a director a) Resolution 4: Ordinary resolution to approve issue of shares to Peter MeersTo consider, and if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution."That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given to Mr Peter Meers (or his nominee), a director of the Company, to be issued 500,000 ordinary shares, at an issue price of 12.15 cents, on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The company will disregard any votes cast on Resolution 4 (in any capacity, whether as proxy or as shareholder) by any of the following:
(a) Mr. Peter Meers or his nominee( if any); and
(b) Associates of Mr. Peter Meers
However, the Company need not disregard a vote if it is:
(c) Cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy Is to vote on Resolution 4; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or
(d) Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorizes the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.
b) Resolution 5: Ordinary resolution to approve issue of shares to Dan BuckleyTo consider, and if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution."That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given to Mr Dan Buckley (or his nominee), a director of the Company, to be issued 500,000 ordinary shares, at an issue price of 12.15 cents, on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The company will disregard any votes cast on Resolution 5 (in any capacity, whether as proxy or as shareholder) by any of the following:
(a) Mr. Dan Buckley or his nominee( if any); and
(b) Associates of Mr. Dan Buckley
However, the Company need not disregard a vote if it is:
(c) Cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy Is to vote on Resolution 5; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or
(d) Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorizes the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.
Tiaro Coal Limited - Annual General Meeting 27th May 2014
c) Resolution 6: Ordinary resolution to approve issue of shares to Mr Rado Jacob RebekTo consider, and if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution."That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given to Mr Rado Jacob Rebek (or his nominee), a director of the Company, to be issued
250,000 ordinary shares, at an issue price of 12.15 cents, on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion Statement
The company will disregard any votes cast on Resolution 6 (in any capacity, whether as proxy or as shareholder) by any of the following:
(a) Rado Jacob Rebek or his nominee( if any); and
(b) Associates of Rado Jacob Rebek
However, the Company need not disregard a vote if it is:
(c) Cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy Is to vote on Resolution 6; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or
(d) Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorizes the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.
5. Other BusinessTo transact any other business which, in accordance with the Company's Constitution and the
Corporations Act, may be legally brought before an Annual General Meeting. By Order of the Board
Julian Rockett
Company Secretary
DATED: 8 April 2014
This Notice of Meeting is accompanied by an Explanatory Statement that explains the purpose of the Meeting and the resolutions to be considered at the Meeting.Tiaro Coal Limited - Annual General Meeting 27th May 2014
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide shareholders of Tiaro Coal Limited (the Company) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.
The directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice please contact the Company or your professional advisor.
The Corporations Act 2001 requires the Financial Report, Directors' Report and Auditor's Report for the past financial year to be tabled before the Annual General Meeting, and the Company's Constitution provides for such reports to be received and considered at that meeting. Neither the Corporations Act 2001 nor the Company's Constitution requires a vote of shareholders at the Annual General Meeting on such Reports. The Annual General Meeting provides a forum for shareholders to ask questions and make comments on the Company's reports and accounts and on the business and operations of the Company for the year ended 31 December 2013.
In addition, shareholders may, at the meeting, ask questions of the auditor in relation to the following matters;
the conduct of the audit;
the content of the auditor's report;
the accounting policies adopted by the Company for the preparation of the financial statements;
and
the auditor's independence in relation to the above items.
Shareholders may view the Company's Annual Financial Report on the Company's website www.tiarocoal.com.au/investors
2. Resolution 1 - Adoption of Directors' Remuneration Report
Pursuant to Section 250R(2) of the Corporations Act 2001, a resolution that the Remuneration Report be adopted must be put to a vote at the Company's Annual General Meeting. The vote on this resolution is advisory only and does not bind the directors or the Company. The Remuneration Report is set out in the Company's year 2013 Annual Report and is also available from the Company's website www.tiarocoal.com.au
The Remuneration Report:
describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company's performance;
sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and
explains the difference between the bases for remunerating non-executive directors and senior executives, including Chief Executive Officer.
If the Company's Remuneration Report resolution receives 'NO' votes of 25% or more of the votes cast at the meeting, the Company's subsequent remuneration report will include a report on actions taken by the Board in the Company's next annual report.
The Board will take the outcome of the vote, even if it received a less than 25% 'NO' vote into consideration when reviewing the Company's remuneration policy. A 'NO' vote of 25% or more wasnot received at the Company's 2013 Annual General Meeting.
Tan Sri Ibrahim Menudin retires by rotation in accordance with Article 48.1.3 of the Company's Constitution which provides that one third of other directors (not counting the managing director) must automatically retire at the end of each Annual General Meeting. The directors to retire under Article 48.1.3 are those directors who have been longest in office since their appointment on registration or their last election.
Tiaro Coal Limited - Annual General Meeting 27th May 2014
b) Resolution 3: Re-election of Jianfei Wang as a director of the Company
Jianfei Wang retires by rotation in accordance with Article 48.1.3 of the Company's Constitution which provides that one third of other directors (not counting the managing director) must automatically retire at the end of each Annual General Meeting. The directors to retire under Article
48.1.3 are those directors who have been longest in office since their appointment on registration or their last election.
The ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party of the entity. Peter Meers, being a director of the Company, is considered to be a related party. Accordingly Resolution 4 seeks shareholder approval pursuant to Listing Rule 10.11 to enable Peter Meers or his nominee to be issued
500,000 shares, at the volume weighted average price over the last three months, being 12.15 cents, within one month of the date of the annual general meeting. The shares are to be issued in accordance with the executive service agreement referred to in the 2013 Annual Report. No funds will be raised by the issue of the shares.
Peter Meers is the Company's Executive Chairman and 500,000 Shares is implementation of the Company's remuneration strategy to include non-cash remuneration component in order to incentivize and recognize contributions by Company executives, and other persons who the board recognizes as contributed to the long term growth of the Company, including delivering long-term benefits for shareholders.
Peter Meers entered an employee service contract with the Company, and the above share issue was agreed by the board as subject to shareholder approval.
The non-associated directors, unanimously recommend that this resolution be approved by shareholders.
If shareholder approval is given under ASX Listing Rule 10.11 pursuant to this Resolution 4, approval is not required under ASX Listing Rule 7.1.
The ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party of the entity. Dan Buckley, being a director of the Company, is considered to be a related party. Accordingly Resolution 5 seeks shareholder approval pursuant to Listing Rule 10.11 to enable Dan Buckley or his nominee to be issued
500,000 shares, at the volume weighted average price over the last three months, being 12.15 cents, within one month of the date of the annual general meeting. The shares are to be issued in accordance with the executive service agreement referred to in the 2013 Annual Report. No funds will be raised by the issue of the shares.
If shareholder approval is given under ASX Listing Rule 10.11 pursuant to this Resolution 5, approval is not required under ASX Listing Rule 7.1.
Dan Buckley is the Company's Chief Executive and the 500,000 Shares issue represents the implementation of the Company's remuneration strategy to include non-cash remuneration component in order to incentivize and recognize contributions by Company executives, and other persons who the board recognizes as contributed to the long term growth of the Company, including delivering long-term benefits for shareholders.
Dan Buckley entered an employee service contract with the Company, and the above share issue was agreed by the board as subject to shareholder approval.
The non-associated directors, unanimously recommend that this resolution be approved by shareholders.
Tiaro Coal Limited - Annual General Meeting 27th May 2014
c) Resolution 6: Ordinary resolution to approve issue of shares to Rado Jacob Rebek
The ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party of the entity. Jacob Rebek, being a director of the Company, is considered to be a related party. Accordingly Resolution 6 seeks shareholder approval pursuant to Listing Rule 10.11 to enable Jacob Rebek or his nominee to be issued
250,000 shares, at the volume weighted average price over the last three months, being 12.15 cents, within one month of the date of the annual general meeting. The shares are to be issued in accordance with the consulting service agreement referred to in the 2013 Annual Report. No funds will be raised by the issue of the shares.
If shareholder approval is given under ASX Listing Rule 10.11 pursuant to this Resolution 6, approval is not required under ASX Listing Rule 7.1.
Jacob Rebek is the Company's Chief Geologist and the 250,000 share issue represents the implementation of the Company's remuneration strategy to include non-cash remuneration component in order to incentivize and recognize contributions by Company executives, and other persons who the board recognizes as contributed to the long term growth of the Company, including delivering long-term benefits for shareholders.
Jacob Rebek entered a geological consultant service contract with the Company, and the above share issue was agreed by the board as subject to shareholder approval.
The non-associated directors, unanimously recommend that this resolution be approved by shareholders.
For the purpose of determining a person's entitlement to vote at the Annual General Meeting, a person will be recognised as a member of the Company and the holder of shares if that person is registered as a holder of those shares at 5.00 pm Sydney time on Monday 26 May 2014 being within forty eight hours prior to the date of the Annual General Meeting.
Votes of Members
On a show of hands, each member present in person or by proxy (or, in the case of a body corporate, by a representative) at the Annual General Meeting shall have one vote.
On a poll, every member present in person or by attorney or by proxy (or, in the case of a body corporate, by a representative) shall have one vote for each share held provided that all shares are fully paid.
Please note that for a resolution to be passed, except where otherwise indicated, a simple majority of votes from shareholders attending in person or voting by proxy is required.
Amendments to proxy voting
Shareholders are advised that the Federal government has introduced the Corporations Amendment (improving Accountability on director and Executive Remuneration) Act 2011 (Cth) (the CA Act), which came into effect on 1 July 2011. The CA Act introduced new prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.
However, the chair of a meeting may vote an undirected proxy (ie. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given informed consent, in the form of an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel (Informed Consent).
In light of these legislative requirements, the Company recommends that shareholders consider the following options to ensure the validity of their votes:
a) that shareholders direct proxies on a remuneration related resolution instead of leaving them undirected; or
b) that shareholders nominate a proxy who is not a member of Key Management Personnel or any of their Closely Related Parties to vote on a remuneration related resolution; or
c) that shareholders who wish to vest their undirected proxies in the chair on a remuneration related resolution ensure that they follow instructions provided on the proxy form in order to provide Informed Consent.
Tiaro Coal Limited - Annual General Meeting 27th May 2014
TIARO COAL LIMITED ACN 127 936 412 ANNUAL GENERAL MEETING OF SHAREHOLDERS PROXY FORMPlease complete, sign and return this document to:
To: | The Secretary | |
Tiaro Coal Limited | ||
Level 2, Hudson House | E mail executed form to: jrockett@higl.com.au | |
131 Macquarie Street | Fax executed form to: (02) 9251 7500 | |
SYDNEY NSW 2000 | By 5.00 pm on 26 May 2014 |
I / We … ................................................................................................................................................ being a member of Tiaro Coal Limited (the Company) appoint:
Name of proxy: ………………………………………………………………………………………… Address of proxy: ………………………………………………………………………………………Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my / our proxy to act generally at the Meeting on my / our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of the Company on 27 May 2014 and at any adjournment of or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions:Where I / we have appointed the Chairman of the Meeting as my / our proxy (or the Chairman becomes my / our proxy by default), I / we expressly authorise the Chairman to exercise my / our proxy on Resolution 1 (except where I / we have indicated a different voting intention below) even though Resoultion1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box below.The Chairman intends to vote all undirected proxies that he receives in favour of each resolution to be brought before the meeting, except where the Chairman is expressly forbidden to do so, under the Corporations Act 2001.
If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box:
By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.
If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.
Items of BusinessPlease mark to indicate your directions
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or poll and your votes will not be counted in computing the required majority. RESOLUTIONS FOR AGAINST ABSTAINResolution 1 - Ordinary Resolution to adopt the Directors' Remuneration Report
Resolution 2 - Ordinary Resolution to re-elect Tan Sri
Ibrahim Menudin as a Director
Resolution 3 - Ordinary Resolution to re-elect Jianfei Wang as a Director
Resolution 4 - Ordinary Resolution to approve the issue of
500,000 shares to Peter Meers
Resolution 5 - Ordinary Resolution to approve the issue of
500,000 shares to Dan Buckley
Resolution 6 - Ordinary Resolution to approve the issue of
250,000 shares to Rado Jacob Rebek
The Chairman of the meeting intends to vote all available proxies in favour of each item of business.
SIGNATURE OF MEMBER (S)Individual or Member 1 Member 2 Member 3
Sole Director/Company Secretary Director Director/Company Secretary
Date:
Contact Name:
Contact Phone (daytime):
Notes on Proxies
1. Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box, your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.
2. A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his stead pursuant to the Constitution.
3. If a member appoints one proxy only, that proxy shall be entitled to vote on a show of hands, but if a member appoints two proxies neither shall be entitled to vote on a show of hands.
4. Where more than one proxy is appointed, each proxy must be appointed to represent a specific portion of the member's voting rights. Otherwise each proxy may exercise half of your votes.
5. A proxy need not be a securityholder of the Company.
6. Signing instructions:
Individual: Where the holding is in one name, the security holder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry or the Company, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the Company (pursuant to Section
204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
For your vote to be effective, the completed proxy form must be received by 5.00 pm 26 May
2014.
Please advise of any change of address by completion of the section below: My new address is:
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