WestStar Industrial : Notice of Annual General Meeting/Proxy Form

Published: 2021-12-03 03:02:06 ET WSI.AX

For personal use only

3 December 2021

Dear Shareholder

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

The 2021 Annual General Meeting of Shareholders of WestStar Industrial Limited ("Company") will be held at 10.00am (WST) on Wednesday 5 January 2022 ("Meeting") via teleconference facility.

In accordance with recent amendments to the Corporations Act 2001 (Cth) under the Treasury Laws Amendment (2021 Measure No.1) Act 2021., the Company will not be sending hard copies of the Notice of Annual General Meeting and Explanatory Memorandum ("Notice") to Shareholders. Instead, Shareholders can access a copy of the Notice online:

The Company is continuing to monitor the impact of the COVID-19 virus in Western Australia and following guidance from the Federal and State Governments. In light of the current circumstances and continued uncertainty on restrictions on travel and gatherings, the Directors have made the decision to hold the Meeting virtually. Accordingly, there will not be a physical location where shareholders can attend the Meeting in person Shareholders are encouraged to vote by proxy instead.

Accordingly, the proxy form provided within the Notice and enclosed to this letter should be filled out by Shareholders intending to vote by proxy, with specific instructions on how the Shareholder's vote is to be exercised by the proxy. For details on how to complete and submit the proxy form to the Company, please refer to the instructions in the Notice.

The Board continues to monitor the COVID-19 situation. As the situation is constantly evolving, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify Shareholders of any changes by way of an ASX announcement, and the details will also be made available on our website.

If you are unable to access the Notice through the abovementioned means, please contact the Company Secretary on 08 9410 5333 or at [email protected] between 9:00am and 5:00pm (WST) on Monday to Friday who will arrange for a copy of the Notice to be provided to you.

Yours faithfully

Mr Robert Spadanuda

Managing Director

WestStar Industrial Limited

ABN 38 119 047 693

weststarindustrial.com.au

Page 1

For personal use only

WESTSTAR INDUSTRIAL LIMITED

ACN 119 047 693

NOTICE OF ANNUAL GENERAL MEETING

TIME:

10.00 am (WST)

DATE:

5 January 2022

PLACE:

Via a live webcast to be announced on the Company's website at

www.weststarindustrial.com.au

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Business of the Meeting (setting out the proposed

resolutions)

Explanatory Statement (explaining the proposed

only

resolutions)

Glossary

Schedule A

Schedule B

Schedule C

Schedule D

use

Proxy Form

Enclosed

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

The Annual General Meeting of the Shareholders of WestStar Industrial Limited which this Notice of Annual General Meeting relates to, will be held at 10:00 am (WST) on 5 January 2022.

The Meeting will be webcast live via Zoom or an alternative video-conference facility, which allows personalShareholders to ask questions in relation to the business

of the Meeting.

Instructions to join the webcast will be announced on ASX and updated on the Company's website at www.weststarindustrial.com.au.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

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 Shareholders at 4:00pm (WST) on 3 January 2022.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

ForVOTING BY PROXY OR CORPORATE REPRESENTATIVE To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, members are advised that:

in accordance with section 249X(3) of the

Corporations Act, each proxy may exercise one- half of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250B(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Lodgement of proxies

The proxy form (and other power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney of other authority) must be deposited at or

posted to, the Share Registry at the below address or sent by facsimile to the Share Registry on +612 8583 3040 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy

proposes to vote.

Delivery Address

Postal Address

Automic Registry Services

Automic

Registry

Level 5,126 Phillip Street

Services

GPO Box 5193

Sydney NSW 2000

only

Sydney NSW 2001

A proxy form is attached to this notice

Corporate Representatives

useIf a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company share registry.

personalFor

BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

RESOLUTION 1: ADOPTION OF REMUNERATION

only

REPORT

consider and if thought fit, to pass, with or

use

without amendment, the following resolution as a

non-binding resolution:

"That for the purposes of section 250R(2) of the

Corporations Act, and for all other purposes,

approval is given for the adoption of the

Remuneration Report as contained in the

Company's annual financial report for the

financial year ended 30 June 2021."

Note: the vote on this Resolution is advisory only and does not

bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or

personal

on behalf of either of the following persons:

(a)

a member of the Key Management Personnel,

details of whose remuneration are included in the

Remuneration Report; or

(b)

a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote

on this Resolution as a proxy if the vote is not cast on behalf of a

person described above and either:

(a)

the voter is appointed as a proxy by writing that

specifies the way the proxy is to vote on this

Resolution; or

(b)

the voter is the Chair and the appointment of the

Chair as proxy:

(i)

does not specify the way the proxy is to

vote on this Resolution; and

(ii)

expressly

authorises

the Chair to

exercise the proxy even though this

Resolution is connected directly or

For

indirectly with the remuneration of a

member

of the Key

Management

Personnel.

RESOLUTION 2: ELECTION OF A DIRECTOR - MR

ROBERT SPADANUDA

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of clause 74.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Robert Spadanuda, a Director who was appointed casually on 24 September 2021 retires and being eligible and offering himself for election, is elected as a Director."

3. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR PHILIP RE

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 75.1(b) of the Constitution, and for all other purposes, Mr Philip Re, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 4: APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement."

5. RESOLUTION 5: GRANT OF PERFORMANCE RIGHTS TO RELATED PARTY - MR ROBERT SPADANUDA

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 15,000,000 Performance Rights to Mr Robert Spadanuda (or his nominee) under the Performance Rights Plan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Robert Spadanuda (or his nominee)) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

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Disclaimer

Weststar Industrial Limited published this content on 03 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 08:01:01 UTC.