Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
ASX Announcement
27 May 2024
ASX: MKR
Notice of General Meeting of Shareholders
Please find attached the notice of a general meeting and proxy for Manuka Resources Limited
(“Manuka” or the “Company”) being held at 10:00am (Sydney time) on Wednesday 26th June
2024.
The documents are also available for you to view and download on the Manuka website at
https://www.manukaresources.com.au/site/meeting, where you can also find instructions on how
to attend the virtual meeting and how to lodge a proxy vote online with the company’s share
registry.
This announcement has been approved for release by the Board of Manuka Resources
Limited.
For further information contact:
Dennis Karp
Executive Chairman
Manuka Resources Limited
02 7253 2020
Media Contact
Ben Henri
M+C Partners
0473 246 040
MANUKA RESOURCES LIMITED
ACN 611 963 225
NOTICE OF GENERAL MEETING
A general meeting of Manuka Resources Limited will be held virtually via
webinar conferencing facilities.
This Notice (and the accompanying Explanatory Memorandum) should be read carefully. If a
Shareholder is in any doubt as to how they should vote on the Resolutions, they should seek advice
from their accountant, solicitor or other professional adviser without delay.
Should you wish to discuss any matter set out in this Notice (or in the Explanatory Memorandum),
please do not hesitate to contact the Company Secretary, Ms Toni Gilholme by telephone on 02
7253 2020 during business hours.
Shareholders are urged to attend the virtual Meeting and vote by lodging the proxy form
attached to this Notice.
MANUKA RESOURCES LIMITED
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of shareholders (Shareholders) of Manuka Resources
Limited ACN 611 963 225 (Company) will be held at 10am (Sydney time) on Wednesday, 26th June
2024 as a virtual meeting via live webinar conferencing facilities (Meeting).
Instructions on how to join and participate in the Meeting virtually and vote on the Resolutions
electronically through the Automic webcast are set out in the Online Meeting Guide found on the
Company’s website at www.manukaresources.com.au/site/meeting.
Regulation 7.11.37 of the Corporations Regulations permits the Company to specify a time, not more
than 48 hours before the Meeting, at which a ‘snap-shot’ of Shareholders will be taken for the purposes
of determining Shareholder entitlements to attend and vote at the Meeting.
The Board has determined that persons who are registered as holders of Shares as at 7pm (Sydney time)
on Monday, 24th June 2024 will be entitled to attend and, subject to the terms of the voting exclusion
statement applicable to each Resolution, vote at the Meeting.
The Resolutions set out in this Notice should be read together with the accompanying Explanatory
Memorandum. Capitalised terms and abbreviations used in this Notice are defined in Schedule 1 of the
Explanatory Memorandum.
AGENDA
1.
RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHORT-TERM
FINANCIER OPTIONS
To 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 7.4 (and for all other purposes), Shareholders ratify
the issue of 1,000,000 Short-Term Financier Options to Claymore Capital Pty Ltd (which
occurred on 20 December 2023) on the terms and subject to the conditions set out in the
Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of Claymore
Capital Pty Ltd and/or by or on behalf of any person who is an Associate of Claymore Capital Pty Ltd.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 1 by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 1, in
accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance
with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 1; and
▪
the holder votes on Resolution 1 in accordance with directions given by the beneficiary
to the holder to vote in that way.
2
2.
RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES FOR DEBT
CONVERSION
To 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 7.4 (and for all other purposes), Shareholders ratify
the prior issue of 6,212,908 Debt Conversion Shares to Tennant Metals South Africa Pty Ltd
which were issued 13 March 2024 on the terms and subject to the conditions set out in the
Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of Tennant
Metals South Africa Pty Ltd and/or by or on behalf of any person who is an Associate of Tennant
Metals South Africa Pty Ltd.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 2 by:
3.
(a)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 2, in
accordance with directions given to the proxy or attorney to vote on Resolution 2 in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance
with a direction given to the Chair to vote on Resolution 2 as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 2; and
▪
the holder votes on Resolution 2 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES FOR DEBT
CONVERSION
To 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 7.4 (and for all other purposes), Shareholders ratify
the prior issue of 900,000 Creditor Conversion Shares to Jonesys Earthworxs Pty Ltd which
were issued 13 March 2024) on the terms and subject to the conditions set out in the
Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Jonesys
Earthworxs Pty Ltd and/or by or on behalf of any person who is an Associate of Jonesys Earthworxs
Pty Ltd.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 3 by:
(d)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 3, in
accordance with directions given to the proxy or attorney to vote on Resolution 3 in that way;
(e)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance
with a direction given to the Chair to vote on Resolution 3 as the Chair decides; or
(f)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 3; and
▪
the holder votes on Resolution 3 in accordance with directions given by the beneficiary
to the holder to vote in that way.
3
4.
RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1
PLACEMENT SHARES
To 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 7.4 (and for all other purposes), Shareholders ratify
the prior issue of 87,789,962 Placement Shares which were issued on 15th May 2024 to
sophisticated and professional investors under the Placement (as announced to the market on
9 May 2024) on the terms and subject to the conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any person
who participated in Tranche 1 of the Placement and/or by or on behalf of any person who is an
Associate of any person who participated in the Tranche 1 of Placement. However, this voting
exclusion does not apply to a vote cast in favour of Resolution 4 by:
5.
(a)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 4, in
accordance with directions given to the proxy or attorney to vote on Resolution 4 in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance
with a direction given to the Chair to vote on Resolution 4 as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 4; and
▪
the holder votes on Resolution 4 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 5 – APPROVAL OF PROPOSED ISSUE OF TRANCHE 2
PLACEMENT SHARES
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of up to 45,543,371 shares to sophisticated and professional
investors under the Placement (as announced to the market on 9 May 2024) on the terms and
subject to the conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of any person
who participated in Tranche 2 of the Placement and/or by or on behalf of any person who is an
Associate of any person who participated in Tranche 2 of the Placement. However, this voting
exclusion does not apply to a vote cast in favour of Resolution 5 by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 5, in
accordance with directions given to the proxy or attorney to vote on Resolution 5 in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance
with a direction given to the Chair to vote on Resolution 5 as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 5; and
the holder votes on Resolution 5 in accordance with directions given by the beneficiary
to the holder to vote in that way.
4
6.
RESOLUTION 6 – APPROVAL OF PROPOSED ISSUE OF PLACEMENT OPTIONS
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of 133,333,333 Shares to sophisticated and professional investors
under the Placement (as announced to the market on 9 May 2024) on the terms and subject to
the conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any person
who participated in the Placement and/or by or on behalf of any person who is an Associate of any
person who participated in the Placement However, this voting exclusion does not apply to a vote
cast in favour of Resolution 6 by:
(d)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 6, in
accordance with directions given to the proxy or attorney to vote on Resolution 6 in that way;
(e)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance
with a direction given to the Chair to vote on Resolution 6 as the Chair decides; or
(f)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
▪
7.
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 6; and
the holder votes on Resolution 6 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 7 – APPROVAL OF PROPOSED ISSUE OF ADDITIONAL
PLACEMENT SHARES
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of 41,666,667 Additional Placement Shares to Claymore Capital
Pty Ltd under the Placement (as announced to the market on 9 May 2024) on the terms and
subject to the conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Claymore
Capital Pty Ltd and/or by or on behalf of any person who is an Associate of Claymore Capital Pty Ltd.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 7 by:
(d)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 7, in
accordance with directions given to the proxy or attorney to vote on Resolution 7 in that way;
(e)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 7, in accordance
with a direction given to the Chair to vote on Resolution 7 as the Chair decides; or
(f)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 7; and
▪
the holder votes on Resolution 7 in accordance with directions given by the beneficiary
to the holder to vote in that way.
5
8.
RESOLUTION 8 – APPROVAL OF PROPOSED ISSUE OF ADDITIONAL
PLACEMENT OPTIONS
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of up to 41,666,667 Additional Placement Options to Claymore
Capital Pty Ltd under the Placement (as announced to the market on 9 May 2024) on the terms
and subject to the conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Claymore
Capital Pty Ltd and/or by or on behalf of any person who is an Associate of Claymore Capital Pty Ltd.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 8 by:
9.
(g)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 8, in
accordance with directions given to the proxy or attorney to vote on Resolution 8 in that way;
(h)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 8, in accordance
with a direction given to the Chair to vote on Resolution 8 as the Chair decides; or
(i)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 8; and
▪
the holder votes on Resolution 8 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 9 – APPROVAL OF PROPOSED ISSUE OF FINANCIER OPTIONS
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of up to 5,000,000 Financier Options to TransAsia Private Capital
Limited (or its nominee) on the terms and subject to the conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of TransAsia
Private Capital Limited, by or on behalf of any person who will obtain a material benefit as a result of
the issuance the subject of Resolution 9 (except a benefit solely by reason of being a holder of Shares)
and/or by or on behalf of any person who is an Associate of any such person.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 9 by:
(g)
a person as a proxy or attorney for a person who is entitled to vote on Resolution 9, in
accordance with directions given to the proxy or attorney to vote on Resolution 9 in that way;
(h)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 9, in accordance
with a direction given to the Chair to vote on Resolution 9 as the Chair decides; or
(i)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 9; and
the holder votes on Resolution 9 in accordance with directions given by the beneficiary
to the holder to vote in that way.
6
10.
RESOLUTION 10 – APPROVAL OF PROPOSED ISSUE OF SHARES AND OPTIONS
TO ANTHONY MCPAUL
To 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 for all other purposes), Shareholders
approve the proposed issue of 620,944 Shares and 620,944 Options to Anthony McPaul, (or
his nominees) on the terms and subject to the conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of
•
Anthony McPaul, or his Associates (or their nominees);
•
or on behalf of any other person who will obtain a material benefit as a result of the grant of
securities the subject of Resolution 10 (except a benefit solely by reason of being a holder of
Shares) and/or by or on behalf of any person who is an Associate of any such person.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 10 by:
(a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 10, in accordance
with directions given to the proxy or attorney to vote on Resolution 10 in that way;
11.
(b)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 10, in accordance
with a direction given to the Chair to vote on Resolution 10 as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 10; and
▪
the holder votes on Resolution 10 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 11 – APPROVAL OF PROPOSED ISSUE OF SHARES AND OPTIONS
TO JURA TRUST
To 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 for all other purposes), Shareholders
approve the proposed issue of 541,677 Shares and 541,677 Options to Shares to John Seton
(being a related entity)(or its nominee) on the terms and subject to the conditions set out in the
Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of
•
John Seton, or his Associates (or their nominees);
•
Jura Trust or its Associates (or its nominees)
•
or on behalf of any other person who will obtain a material benefit as a result of the grant of
securities the subject of Resolution 11 (except a benefit solely by reason of being a holder of
Shares) and/or by or on behalf of any person who is an Associate of any such person.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 11 by:
(a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 11, in accordance
with directions given to the proxy or attorney to vote on Resolution 11 in that way;
7
12.
(b)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 11, in accordance
with a direction given to the Chair to vote on Resolution 11 as the Chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 11; and
▪
the holder votes on Resolution 11 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 12 – APPROVAL OF PROPOSED ISSUE OF ADVISER OPTIONS
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of 5,000,000 Adviser Options to Burnvoir Corporate Finance Ltd
(or its nominee) on the terms and subject to the conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of Burnvoir
Corporate Finance Ltd, any person who will obtain a material benefit as a result of the issuance the
subject of Resolution 12 (except a benefit solely by reason of being a holder of Shares) and/or by or
on behalf of any person who is an Associate of any such person.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 12 by:
(d) a person as a proxy or attorney for a person who is entitled to vote on Resolution 12, in accordance
with directions given to the proxy or attorney to vote on Resolution 12 in that way;
13.
(e)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 12, in accordance
with a direction given to the Chair to vote on Resolution 12 as the Chair decides; or
(f)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 12; and
▪
the holder votes on Resolution 12 in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 13 – APPROVAL OF PROPOSED ISSUE OF ADVISER SHARE
To 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 7.1 (and for all other purposes), Shareholders
approve the proposed issue of 1,327,077 Adviser Shares to Burnvoir Corporate Finance Ltd
(or its nominee) on the terms and subject to the conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of Resolution 13 by or on behalf of Burnvoir
Corporate Finance Ltd, any person who will obtain a material benefit as a result of the issuance the
subject of Resolution 13 (except a benefit solely by reason of being a holder of Shares) and/or by or
on behalf of any person who is an Associate of any such person.
However, this voting exclusion does not apply to a vote cast in favour of Resolution 13 by:
(g) a person as a proxy or attorney for a person who is entitled to vote on Resolution 13, in accordance
8
with directions given to the proxy or attorney to vote on Resolution 13 in that way;
(h)
the Chair as proxy or attorney for a person who is entitled to vote on Resolution 13, in accordance
with a direction given to the Chair to vote on Resolution 13 as the Chair decides; or
(i)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
▪
the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
Resolution 13; and
▪
the holder votes on Resolution 13 in accordance with directions given by the beneficiary
to the holder to vote in that way.
DATED: 27 MAY 2024
By order of the Board
Toni Gilholme
Company Secretary
9
MANUKA RESOURCES LIMITED
EXPLANATORY MEMORANDUM
INTRODUCTION
This Explanatory Memorandum has been prepared for the information of Shareholders in connection
with the business to be conducted at the Meeting (which will be held virtually via webinar conferencing
facilities) at 10am (Sydney time) on Wednesday, 26th June 2024.
This Explanatory Memorandum forms part of the Notice which should also be read carefully and in its
entirety. This Explanatory Memorandum contains the terms and conditions on which each of the
Resolutions will be voted upon.
1.
ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders should read the Notice including this Explanatory Memorandum carefully before
deciding how to vote on each of the Resolutions.
1.1
Provision of Meeting materials
In accordance with the modifications to the Corporations Act provided under the Treasury Laws
Amendment (2021 Measures No. 1) Act 2021 (Cth) and as permitted by the Company’s
constitution, the Notice, this Explanatory Memorandum and the Proxy Form are being made
available to Shareholders electronically.
All Shareholders will be able to access the Notice of Meeting (including the Proxy Form) and
the
Online
Meeting
Guide
on
the
Company’s
website
at:
www.manukaresources.com.au/site/meeting. The Company has also provided the Meeting
materials on the Company’s ASX announcements page.
Shareholders that have provided an email address and have elected to receive electronic
communications from the Company, will receive an email with a link to an electronic copy of
the Notice, the Explanatory Memorandum and the Proxy Form.
Please contact the Company Secretary on 02 7253 2020 between 9am and 5pm (Sydney time)
Monday to Friday if you are unable to access the relevant meeting materials online. If you wish
to receive a paper copy of the meeting materials, please contact the Company Secretary on 02
7253 2020 or by email at admin@manukaresources.com.au.
1.2
Participation at the Meeting - Shareholders
Shareholders who wish to participate in the Meeting may do so online at
investor.automic.com.au. In order to access the Automic online platform, Shareholders should
login with their username and password or click ‘register’ if you haven’t already created an
account. Shareholders are encouraged to create an account prior to the start of the Meeting to
ensure there is no delay in attending the Meeting virtually. Further instructions on how to
participate in the Meeting are set out in the Online Meeting Guide.
1.3
Voting procedure
As part of the live webcast of the Meeting, Shareholders will be able to vote on the Resolutions
to be considered at the Meeting, either at the Meeting via the online platform or by appointing
a proxy to vote on their behalf.
1.4
Voting on the Resolutions
If you attend the Meeting webcast, you will be able to vote directly during the Meeting. Voting
on each Resolution will be by poll. Instructions on how to vote via the online platform are set
out in the Online Meeting Guide.
10
The Chair will open the poll shortly after the Meeting commences and you will be able vote at
any time during the Meeting and for 10 minutes afterwards. If you have lodged a direct vote
and then vote online again during the Meeting, your first direct vote lodged will be cancelled.
Voting on the Resolutions at the Meeting is important, and the Board encourages all
Shareholders to either vote at the Meeting via the online platform or nominate a proxy.
Shareholders
can
either
lodge
the
proxy
appointment
online
at https://investor.automic.com.au/#/loginsah or sign and return the Proxy Form to the
Company or to Automic, in accordance with the instructions on the form, so that it is received
by 10am (Sydney time) on 24th June 2024.
1.5
Shareholder questions
Shareholders will be able to ask questions relevant to the business of the Meeting at the Meeting.
Instruction
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