Notice of 2021 Annual General Meeting

AIM and Media Release 

27 October 2021

BASE RESOURCES LIMITED
Notice of 2021 Annual General Meeting

Base Resources Limited (Company) gives notice that its 2021 annual general meeting of members will be held on Friday, 26 November 2021 at 11.00am (Perth time) (Meeting):

• at the Subiaco Room, Vibe Hotel Subiaco, 9 Alvan Street, Subiaco, Western Australia; and
• online via the Lumi software platform using the Meeting ID 366-918-669.

A full version of the notice of annual general meeting (Notice), including the explanatory memorandum in respect of the items of business to be considered at the Meeting and instructions on how to access the Lumi software platform, is available at the Company’s website: www.baseresources.com.au.

The items of business to be considered at the Meeting are set out below.

ITEMS OF BUSINESS

Accounts and Reports

To receive and consider the financial report of the Company, the Directors’ report and the auditor’s report for the year ended 30 June 2021.

Item 1 – Adoption of the Remuneration Report

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

“That the Remuneration Report, which forms part of the Directors’ report for the financial year ended 30 June 2021, be adopted.”

Item 2 – Re-election of Ms Diane Radley as a Director

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

“That Ms Diane Radley, who retires in accordance with rule 3.6 of the Company’s constitution, be re-elected as a Director of the Company.”

Item 3 – Election of Mr Scot Sobey as a Director

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

“That Mr Scot Sobey be elected as a Director of the Company pursuant to rule 3.4 of the Company’s constitution.”

Item 4 – Approval of the grant of Performance Rights to Mr Tim Carstens

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, members approve the grant of 2,647,339 Performance Rights by the Company to Mr Tim Carstens, in accordance with the Base Resources Long Term Incentive Plan and otherwise in accordance with the terms and conditions summarised in the Explanatory Memorandum accompanying this Notice.”

Item 5 – Approval of revised Base Resources Long Term Incentive Plan

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 13), section 260C(4) of the Corporations Act and for all other purposes, members approve the Base Resources Long Term Incentive Plan and the issue of Performance Rights under the Base Resources Long Term Incentive Plan, the terms and conditions of which are summarised in the Explanatory Memorandum accompanying this Notice.”

Item 6 – Approval of proposed amendments to Constitution

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

“That, with effect from the close of this meeting, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the constitution of the Company be amended as set out in the document tabled at the meeting and signed by the Chair of the meeting for the purpose of identification, which proposed amendments are summarised in the Explanatory Memorandum accompanying this Notice.”

Other business

To consider any other business brought forward in accordance with the Company’s constitution or the law.

IMPORTANT VOTING INFORMATION FOR THE MEETING

Right to vote

The Directors have determined that, for the purpose of voting at the Meeting, the members entitled to vote are those persons who are registered holders of Shares at 4.00pm (Perth time) on 24 November 2021.

Chair’s voting intention

The Chair of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of all Items.

Voting prohibitions application to KMP

Key Management Personnel and their closely related parties are prohibited under the Corporations Act from voting in a manner contrary to the voting exclusions for Items 1, 4 and 5 described in the section titled “Voting Prohibitions and Exclusions” in the full Notice.

Attending and voting online

Members or their attorneys or corporate representatives who wish to participate online may do so from their computer or mobile device, by entering the URL in their browser: https://web.lumiagm.com.

If you choose to participate in the Meeting online, registration will be open at 10.00 am (Perth time). Members can log in to the Meeting by entering:

• the Meeting ID, which is 366-918-669;
• their username, which is their SRN/HIN; and
• their password, which is the postcode registered to their holding if their registered address is an address in Australia.Members with an overseas registered address should refer to the Lumi Online Meeting Guide for their password details on pages 31 to 34 of the full Notice.

Proxy holders, attorneys, corporate representatives and visitors should refer to the Lumi Online Meeting Guide on pages 31 to 34 of the full Notice for details about how to log in to the Meeting.

Attending the meeting online will enable you to view the Meeting live, to ask questions (both orally and via a text-based Q&A function) and, if you are not a visitor, cast votes in the real time poll at the appropriate time. Please note that if you join the Meeting online as a member and vote, any proxy appointed by you will not be entitled to vote and votes lodged by your proxy in respect of your Shares will be withdrawn.

Further details are set out in the Lumi Online Meeting Guide on pages 31 to 34 of the full Notice.

Appointment of proxies

Each member entitled to vote at the Meeting may appoint a proxy to attend and vote at the Meeting. A proxy need not be a member and can be an individual or a body corporate. A member 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.

A body corporate appointed as a member’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Members and their proxies should be aware of these provisions of the Corporations Act. Generally, these sections provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Proxies on Items 1, 4 and 5

If members appoint the Chair as their proxy (or the Chair is appointed by default) and they do not complete any of the boxes “For”, “Against” or “Abstain” opposite Items 1, 4 or 5 on the Proxy Form, they will be expressly authorising the Chair to vote on the relevant Item in accordance with the Chair’s stated voting intention, even though the Item is connected directly or indirectly with the remuneration of a member of key management personnel.  The Chair intends to vote (where appropriately authorised) all available undirected proxies in favour of all Items.

If members appoint the Chair as their proxy and wish to direct him how to vote, they can do so by marking the boxes for the relevant Item (i.e. by directing him to vote “For”, “Against” or “Abstain”).

If members appoint a member of key management personnel (other than the Chair) or any closely related party of a member of key management personnel as their proxy, they must direct that person how to vote on Items 1, 4 or 5 if they want their Shares to be voted on those Items.  If members appoint a member of key management personnel (other than the Chair) or any closely related party of a member of KMP and they do not direct them how to vote on Items 1, 4 or 5, such a person will not cast their votes on that Item and their votes will not be counted in calculating the required majority.

Lodgement of proxy documents

For an appointment of a proxy for the Meeting to be effective:

• the proxy’s appointment; 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 received by the Company at least 48 hours before the start of the Meeting (i.e. by 11.00 am (Perth time) on Wednesday, 24 November 2021).  Proxy appointments received after this time will be invalid for the Meeting

The following methods are specified for the purposes of receipt of proxies:

Online investorvote.com.au
By mobile Scan the QR Code on your proxy form and follow the prompts	Custodian voting Intermediary Online subscribers only (custodians) www.intermediaryonline.com
By mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001, Australia	By fax 1800 783 447 (in Australia)  [phone] (outside Australia)

United Kingdom (CREST voting instruction)

Depository Interest holders in CREST (DI Holders) may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (CREST Voting Instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (Computershare UK) no later than 22 November 2021 at 11.00 am (GMT).  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.  DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages.  Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Form of instruction

DI Holders are invited to attend the Meeting (either physically or online, in each case, as a visitor) but are not entitled to vote at the Meeting.  In order to have votes cast at the Meeting on their behalf, DI Holders must complete, sign and return the Forms of Instruction sent to them to the Company’s agent, Computershare UK, by no later than 22 November 2021 at 11.00 am (GMT).

ENDS.

For further information contact:

James Fuller, Manager Communications and Investor Relations	UK Media Relations
Base Resources	Tavistock Communications
Tel: [phone]	Jos Simson and Gareth Tredway
Mobile: [phone]	Tel: [phone]
Email: [e-mail]

About Base Resources

Base Resources is an Australian based, African focused, mineral sands producer and developer with a track record of project delivery and operational performance.  The Company operates the established Kwale Operations in Kenya and is developing the Toliara Project in Madagascar.  Base Resources is an ASX and AIM listed company.  Further details about Base Resources are available at www.baseresources.com.au

PRINCIPAL & REGISTERED OFFICE
Level 3, 46 Colin Street
West Perth, Western Australia, 6005
Email:  [e-mail]
Phone: [phone]
Fax: [phone]

NOMINATED ADVISOR
RFC Ambrian Limited
Stephen Allen
Phone: [phone]

JOINT BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: [phone]

JOINT BROKER
Canaccord Genuity
Raj Khatri / James Asensio / Patrick Dolaghan
Phone: [phone]