Kairos Minerals : 14/10/2021 – Notice of Annual General Meeting/Proxy Form
KAI.AX
Kairos Minerals Limited
ACN 006 189 331
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held at
The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday,
25 November 2021 at 10:00 am (WST).
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the
Company Secretary by telephone on +61 3 9614 0600
Due to the ongoing COVID-19 pandemic, the Company is taking precautions to facilitate an in-person Meeting in accordance with COVID-19 restrictions. If the situation in relation to COVID-19 changes in a way affecting the ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an announcement on the ASX market announcements platform.
Shareholders are encouraged to vote by lodging the proxy form attached to the Notice or
online at www.advancedshare.com.au/investor-login.
Kairos Minerals Limited
ACN 006 189 331
(Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Kairos Minerals Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 25 November 2021 at 10:00 am (WST) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 23 November 2021 at 5:00pm (WST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.
2 Resolutions
Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:
'That the Remuneration Report be adopted by Shareholders.'
Resolution 2 - Re-election of Director - Bruno Seneque
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That Bruno Seneque, who retires in accordance with article 7.2 of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'
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Resolution 3- Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.'
Voting prohibitions
Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
BY ORDER OF THE BOARD
Adrien Wing
Company Secretary
Kairos Minerals Limited
Dated: 8 October 2021
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Kairos Minerals Limited
ACN 006 189 331
(Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia onThursday, 25 November 2021 at
10:00 am (WST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
Section 2
Action to be taken by Shareholders
Section 3
Annual Report
Section 4
Resolution 1
- Remuneration Report
Section 5
Resolution 2
- Re-election of Director - Bruno Seneque
Section 6
Resolution 3 - Approval of 10% Placement Facility
Schedule 1
Definitions
A Proxy Form is located at the end of the Explanatory Memorandum. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
1.1 Impact of COVID-19 on the Meeting
The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID 19.
Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.
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If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.
Online:
www.advancedshare.com.au/investor-login
By mail:
Advanced Share Registry Limited
110 Stirling Hwy, Nedlands WA 6009; or
PO Box 1156, Nedlands WA 6909
By fax:
+61 8 6370 4203
By email:
By mobile:
Scan the QR Code on your Proxy Form and follow the prompts
1.4 Chair's voting intentions
If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention in their Proxy Form.
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Disclaimer
Kairos Minerals Ltd. published this content on 14 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 October 2021 06:11:03 UTC.