Globe Metals & Mining : Addendum to Notice of AGM
GBE.AX
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ASX Announcement
17 January 2022
Addendum to 2021 Notice of Annual General Meeting
Globe Metals & Mining Limited (ASX: GBE, Globe or the Company) hereby gives notice to its shareholders that, in relation to the Notice of Annual General Meeting released to ASX on 21 October 2021 (Notice of AGM), the Directors have determined to issue an addendum to the Notice of AGM (Addendum) following the appointment of Mr Michael Choi, OAM, and Mr Michael Barrett as non- executive directors of the Company on 17 December 2021.
The location, time and date of the Annual General Meeting remains unchanged: Monday, 31 January 2022 at 11:00am (AWST) at Unit 12, 1st Floor, 217 Hay Street, Subiaco, Western Australia, 6008.
The addendum amends the Notice of AGM by including new Resolutions 5 and 6 seeking Shareholder approval as follows:
Resolution 5 - approval of the re-election of Mr Michael Barrett
Resolution 6 - approval of the re -election of Mr Michael Choi OAM
(together, the Additional Resolutions).
The Addendum is supplemental to the Notice of AGM and should be read in conjunction with the Notice of AGM that was released to ASX on 21 October 2021 and has been dispatched to all Shareholders.
Apart from the Additional Resolutions, all Resolutions and the Explanatory Statement in the original Notice of AGM remain unchanged. The specific amendments to the Notice of AGM are provided in the Addendum.
In accordance with the Treasury Laws Amendment (2021 Measures No.1) Act 2021, the Company will not be sending hard copies of the Addendum to shareholders unless a shareholder requests a hard copy. The Addendum can be viewed and downloaded from the Company's website at www. globemm.com
A replacement proxy form (Replacement Proxy Form) is attached to this letter, which replaces the Proxy Form that was attached to the Notice of AGM (Original Proxy Form). Shareholders are advised to follow the below instructions if you have already submitted a proxy vote:
Globe Metals & Mining Ltd | Unit 1, 26 Elliott Street, Midvale, WA, 6056 | PO Box 1811 West Perth WA 6872 | P: +61 6118 7240 | F: +61 8 6323 0418
web: www.globemm.com | Email: [email protected] | ABN 33 114 400 609 | ASX:GBE
10 January 2022
For personal use only
Replacement Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders can be lodged with the Company:
so that they are received no later than 48 hours before the commencement of the Annual General Meeting.
If you are unable to access the Notice of AGM or Addendum online please contact the Company Secretary, Michael Fry, on +61 8 6118 7240 during normal business hours in Western Australia, to arrange access to a copy of the Notice of AGM and/or Addendum.
This announcement has been authorised for release by the Board of Directors of Globe Metals & Mining Limited.
For further information please contact:
Michael Fry
Company Secretary
+61 8 6118 7240
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For personal use only
GLOBE METALS & MINING LIMITED
ACN 114 400 609
ADDENDUM TO 2021 NOTICE OF ANNUAL GENERAL MEETING
Globe Metals & Mining Limited ACN 114 400 609 (the Company) hereby gives notice to shareholders of the Company that, in respect of the Company's Annual General Meeting to be held at 11:00am (AWST) on Monday, 31 January 2022 at Unit 12, 1st Floor, 217 Hay Street, Subiaco, Western Australia, the Directors have resolved to add Resolutions 5 and 6 as set out below, and to supplement the information contained in the Explanatory Statement with this addendum (Addendum).
The numbering used in this Addendum is a continuation of the numbering used in the Notice of Annual General Meeting and the Explanatory Statement. Furthermore, capitalised terms used in the Addendum have the same meaning as set out in the Notice of Annual General Meeting unless otherwise defined in this Addendum.
Attached to this Addendum is a replacement proxy form (Replacement Proxy Form), which replaces the Proxy Form that was attached to the Notice of Annual General Meeting (Original Proxy Form). Shareholders are advised to follow the below instructions if you have already submitted a proxy vote:
Replacement Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders can be lodged with the Company:
so that they are received no later than 48 hours before the commencement of the Annual General Meeting. The latest time for receipt of proxy forms has not changed and remains as Saturday, 29 January 2022 at 11.00am (AWST).
This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Shareholders are invited to contact the Company Secretary, Michael Fry on (+618) 6118 7240 if they have any queries in respect of the matters set out in this Addendum.
The Chairperson intends to exercise all available proxies in favour of Resolutions 5 and 6, unless the Shareholder has expressly indicated a different voting intention.
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ADDITIONAL RESOLUTIONS
The following additional resolutions are inserted in the Notice of Meeting as follows:
ORDINARY BUSINESS
6. RESOLUTION 5 - RE-ELECTION OF DIRECTOR - MR MICHAEL BARRETT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Michael Barrett, having been appointed as a Dirrector of the Company since the last Annual General Meeting of the Company, retires in accordance with the Constitution of the Company, and being eligible for re- election, be hereby re-elected as a Director of the Company."
Short Explanation: Pursuant to Rule 11.12 of the Constitution, any Director appointed to fill a casual vacancy or as an addition to the existing Directors pursuant to Clause 11.11, holds office until the next annual general meeting of the Company and is then eligible for re-election at the annual general meeting.
Voting Exclusion: Nil
Recommendation: The Directors (Mr Barrett abstaining) recommend you vote in favourof this resolution.
7. RESOLUTION 6 - RE-ELECTION OF DIRECTOR - MR MICHAEL CHOI, OAM
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, Mr Michael Choi, having been appointed as a Dirrector of the Company since the last Annual General Meeting of the Company, retires in accordance with the Constitution of the Company, and being eligible for re-election, be hereby re-elected as a Director of the Company."
Short Explanation: Pursuant to Rule 11.3 of the Constitution, if the Company has 3 or more Directors, one third of the Directors (rounded to the nearest whole number) must retire at each annual general meeting. A director who retires in accordance with Rule 11.3 of the Constitution is eligible for re-election at the annual general meeting.
Voting Exclusion: Nil
Recommendation: The Directors (Mr Choi abstaining) recommend you vote in favourof this resolution.
Dated: 14 January 2022
By order of the Board of Directors
Mr Michael Fry
Company Secretary
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EXPLANATORY STATEMENT
This Explanatory Statement sets outs the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Additional Resolutions. This Explanatory Statement is supplemental to the Notice of Annual General Meeting which should be read in its entirety.
6. RESOLUTION 5 - RE-ELECTION OF DIRECTOR - MR MICHAEL BARRETT
6.1 Background
Clause 11.12 of the Company's constitution requires that any Director appointed to fill a casual vacancy or as an addition to the existing Directors pursuant to Clause 11.11, holds office until the next annual general meeting of the Company and is then eligible for re- election.
Mr Barrett was appointed as a non-executive Director of the Company on 17 December 2021 pursuant to clause 11.11 of the Company's constitution and as such is required to have shareholders vote to support his ongoing appointment.
Mr Barrett retires at the Meeting in accordance with the Company's Constitution and has offered himself for re-election at the Meeting.
6.2 Qualifications and other material directorships
Mr Barrett is a Chartered Accountant with over 30 years' international experience in strategy, capital markets, investor relations, and risk management.
Mr Barrett held senior mining sector roles in Western Australia, including with Rio Tinto Iron Ore and WMC Resources Ltd before he took the position of Chief Financial Officer of Rio Tinto's US energy business in Wyoming and Denver from 2004 to 2015. He led Rio Tinto's divestment and IPO of the business as Cloud Peak Energy on the New York Stock Exchange in 2009 and continued to serve as CFO of the listed company. Since 2015, Mr Barrett spent two years as National Lead Partner for Deloitte's Risk Advisory Energy and Resources practice. He specialised in Board Advisory and Risk Management for many of the largest mining and energy and resources companies nationally. Subsequently, he established his own consulting business, helping develop smaller businesses across the energy and resources industry. Most recently, he acted for Garnet International Group, including completing feasibility studies, multiple financing rounds, and offtake agreements as it sought to develop its Balline Garnet Project.
Mr. Barrett is a Graduate of the AICD, holds a Joint Honours Bachelors degree, and is the Lead Independent, non-executive director and Chair of the Audit Committee with TSX-listed Novo Resources Corp (TSX Code: NVO); and a non-executive director of ASX-listed Pearl Global Ltd (ASX Code: PG1). Mr. Barrett resides in Perth, Western Australia.
6.3 Independence
Mr Barrett has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.
If elected the board considers Mr Barrett will be an independent director.
6.4 Board recommendation
The Board (Mr Barrett abstaining) has considered Mr Barrett's candidacy in respect of his individual merits and contribution to the Board's composition and supports the re-election of Mr Barrett due to his investment markets experience and recommends that Shareholders vote in favourof Resolution 5.
6.5 Voting intention
The Chair of the meeting intends to vote undirected proxies in favour of this resolution.
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Disclaimer
Globe Metals & Mining Limited published this content on 17 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2022 03:24:02 UTC.