Notice of Annual General Meeting and Proxy Form
Released
Released
Announcement PDF
ADAVALE
RESOURCES
LIMITED
ACN
008
719
015
NOTICE
OF
ANNUAL
GENERAL
MEETING
Notice
is
hereby
given
that
the
Annual
General
Meeting
of
shareholders
of
Adavale
Resources
Limited
(the
th
Company)
will
be
held
on
Monday
30
November
2015
at
the
Company’s
Indonesian
office
at
8
Floor,
The
CEO
Building,
Jl.
TB
Simatupang
18C,
Cilandak,
Jakarta
12430
Indonesia
at
12.00pm
(Jakarta
time)
and
shareholders
are
also
welcome
to
attend
the
Company’s
registered
office
Level
5,
151
Castlereagh
Street,
Sydney,
NSW
at
4.00pm
(AEDT)
(Meeting).
The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the
Annual
General
Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
forms
part
of
this
notice.
BUSINESS
OF
THE
MEETING
_________________________________________________________________________
Item
1:
Adavale
Resources
Limited
Financial
Statements
and
Reports
To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the
year
ended
30
June
2015.
Item
2:
Remuneration
Report
To
consider
and,
if
thought
fit,
to
pass
the
following
as
a
non-‐binding
resolution:
“To
adopt
the
Remuneration
Report
for
the
year
ended
30
June
2015.”
Notes:
(i)
In
accordance
with
section
250R
of
the
Corporations
Act
2001,
the
vote
on
this
resolution
will
be
advisory
only
and
will
not
bind
the
directors
or
the
Company.
(ii)
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
Item
3:
Election
of
Directors
Item
3.1
Re-‐election
of
Mr
Haryono
Eddyarto
To
consider
and,
if
thought
fit,
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That
Mr
Haryono
Eddyarto,
being
a
Director
who
is
retiring
in
accordance
with
clause
13.2
of
the
Company’s
constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
Director
of
the
Company.”
Item
3.2
Re-‐election
of
Mr
Albert
Cheok
To
consider
and,
if
thought
fit,
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That
Mr
Albert
Cheok,
being
a
Director
who
is
retiring
in
accordance
with
clause
13.2
of
the
Company’s
constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
Director
of
the
Company.”
Item
4:
Ratify
the
issue
of
Shares
To
consider
and,
if
thought
fit,
to
pass
the
following
as
an
ordinary
resolution
of
the
Company:
“That,
for
the
purposes
of
ASX
Listing
Rule
7.4
and
for
all
other
purposes,
Shareholders
ratify
the
issue
of
2,727,411
fully
paid
ordinary
Shares
on
the
terms
and
conditions
set
out
in
the
Explanatory
Notes.”
Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes)
Item
5:
Additional
10%
Placement
Capacity
To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
a
special
resolution
of
the
Company:
“That,
for
the
purposes
of
Listing
Rule
7.1A
and
for
all
other
purposes,
approval
is
given
for
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
set
out
in
the
Explanatory
Notes.”
Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).
ENTITLEMENT
TO
VOTE
_________________________________________________________________________
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
of
the
Company
as
at
7.00pm
(AEDT)
on
Friday
27
November
2015
(Entitlement
Time),
subject
to
any
applicable
voting
exclusion.
This
means
that
if
you
are
not
the
registered
holder
of
a
share
in
the
Company
at
the
Entitlement
Time,
you
will
not
be
entitled
to
vote
at
the
Meeting.
ANNUAL
REPORT
_________________________________________________________________________
Copies
of
the
Company’s
full
Annual
Report
are
available
from
the
Company
Secretary.
VOTING
OPTIONS
AND
PROXIES
_________________________________________________________________________
If
you
do
not
plan
to
attend
the
meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form
which
accompanies
this
Notice
of
Annual
General
Meeting.
Voting
by
Proxy
A
Shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
2
proxies
to
attend
and
vote
in
place
of
the
Shareholder.
If
the
Shareholder
appoints
2
proxies,
the
Shareholder
may
specify
the
proportion
or
number
of
votes
each
proxy
is
entitled
to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of
the
Shareholder’s
votes.
If
the
specified
proportion
or
number
of
votes
exceed
that
which
the
Shareholder
is
entitled
to,
each
proxy
may
exercise
half
of
the
Shareholder’s
votes.
Any
fractions
of
votes
brought
about
by
the
apportionment
of
votes
to
a
proxy
will
be
disregarded.
A
proxy
need
not
be
a
Shareholder
of
the
Company.
A
body
corporate
appointed
as
a
Shareholder’s
proxy
may
appoint
a
representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
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.
Subject
to
the
specific
proxy
provisions
applying
to
Item
2
(see
the
Explanatory
Notes
below):
-‐
If
a
Shareholder
has
not
directed
their
proxy
how
to
vote,
the
proxy
may
vote
as
the
proxy
determines,
and
-‐
If
a
Shareholder
appoints
the
Chairman
of
the
Meeting
as
proxy
and
does
not
direct
the
Chairman
how
to
vote
on
an
item
of
business,
the
Chairman
will
vote
in
accordance
with
his
voting
intention
as
stated
in
this
Notice
of
Meeting,
namely
in
favour
of
each
of
the
proposed
resolutions
set
out
in
the
Notice
of
Meeting.
Proxy
Voting
by
the
Chairman
For
Item
2
(Remuneration
Report),
where
the
Chairman
is
appointed
as
a
Shareholder’s
proxy
and
that
shareholder
has
not
specified
the
way
in
which
the
Chairman
is
to
vote
on
Item
2,
the
Shareholder
is
directing
the
Chairman
to
vote
in
accordance
with
the
Chairman’s
voting
intentions
for
this
item
of
business.
The
Chairman
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
put
in
the
Notice
of
Meeting.
Proxy
Forms
To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original
power
of
attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company
at
its
share
registry,
as
an
original
or
by
facsimile,
no
later
than
4.00pm
(AEDT)
on
Saturday
28
November
2015
(Proxy
Deadline).
Proxy
forms
may
be
submitted
in
one
of
the
following
ways:
(i)
By
mail
to
Computershare
Investor
Services
Pty
Limited
(Computershare)
using
the
reply
paid
envelope
or
GPO
Box
2975,
Melbourne
VIC
3001.
Please
allow
sufficient
time
so
that
it
reaches
Computershare
by
the
Proxy
Deadline;
(ii)
By
fax
to
Computershare
on
1800
783
447
(inside
Australia)
or
+61
3
9473
255
(outside
Australia);
(iii)
Online
via
the
Company’s
Share
Registry
website
at
www.investorvote.com.au.
Please
refer
to
the
Proxy
Form
for
more
information;
or
(iv)
By
hand
delivery
to
Computershare
at
Level
4,
60
Carrington
Street,
Sydney
NSW
2000.
Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.
CORPORATE
REPRESENTATIVES
_________________________________________________________________________
Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a
person
to
act
as
its
representative
to
attend
the
meeting
by
providing
that
person
with:
(i)
a
letter
or
certificate
authorising
him
or
her
as
the
corporation’s
representative,
executed
in
accordance
with
the
corporation’s
constitution;
or
(ii)
a
copy
of
the
resolution
appointing
the
representative,
certified
by
a
secretary
or
director
of
the
corporation.
BY
ORDER
OF
THE
BOARD
Leanne
Ralph
Company
Secretary
29
October
2015
Explanatory
Notes
ITEM
1:
Financial
Statements
As
required
by
section
317
of
the
Corporations
Act
the
financial
report,
directors’
report
and
auditor’s
report
of
the
Company
for
the
most
recent
financial
year
must
be
laid
before
the
Meeting.
There
is
no
requirement
for
a
formal
resolution
on
this
Item.
The
Chairman
of
the
Meeting
will
allow
a
reasonable
opportunity
at
the
Meeting
for
Shareholders
to
ask
questions
about
or
make
comments
on
the
management
of
the
Company.
Shareholders
will
also
be
given
a
reasonable
opportunity
at
the
Meeting
to
ask
the
Company’s
auditor,
Grant
Thornton
Audit
Pty
Ltd
(GT),
questions
about
its
audit
report,
the
conduct
of
its
audit
of
the
Company’s
financial
report
for
the
year
ended
30
June
2015,
the
preparation
and
content
of
the
audit
report,
the
accounting
policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the
independence
of
GT
in
relation
to
the
conduct
of
the
audit.
Shareholders
may
submit
written
questions
to
GT
to
be
answered
at
the
Meeting,
provided
the
question
is
relevant
to
the
content
of
GT’s
audit
report
or
the
conduct
of
the
audit
of
the
Company’s
financial
report
for
the
year
ended
30
June
2015.
Written
questions
must
be
received
no
later
than
5.00pm
on
Monday
23
November
2015.
Any
written
questions
to
GT
can
be
sent
to
Computershare
Investor
Services
Pty
Limited
GPO
Box
2975,
Melbourne
VIC
3001
(or
by
Fax:
1800
783
447).
ITEM
2:
Adoption
of
Remuneration
Report
In
accordance
with
section
300A
of
the
Corporations
Act
the
Company
has
included
in
its
Annual
Report
a
Remuneration
Report
for
the
consideration
of
Shareholders.
As
provided
by
section
250R(3)
of
the
Corporations
Act,
the
resolution
on
this
item
of
business
is
advisory
only
and
does
not
bind
the
Board
or
the
Company.
Directors’
Recommendation
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
Voting
Exclusion
Statement
As
required
by
the
Corporations
Act
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the
Company’s
key
management
personnel
(Key
Management
Personnel
or
KMP)
or
a
Closely
Related
Party of
any
such
member
unless
the
person:
(i)
votes
as
a
proxy
appointed
by
writing
that
specifies
how
the
person
is
to
vote
on
the
resolutions;
or
(ii)
is
the
Chairman
of
the
Meeting
and
votes
as
a
proxy
appointed
by
writing
that
authorises
the
Chairman
to
vote
on
the
resolutions
even
though
that
resolution
is
connected
with
the
remuneration
of
a
member
of
the
Company’s
KMP.
What
this
means
for
Shareholders:
If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
directors)
as
your
proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the
Chairman
of
the
Meeting
as
your
proxy,
you
can
direct
him/her
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example,
if
you
wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give
the
Chairman
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chairman
will
vote
in
favour
of
this
item
of
business).
ITEM
3:
Election
of
Directors
In
accordance
with
clause
13.2
of
the
Constitution
and
ASX
Listing
Rule
14.5
an
election
of
Directors
must
be
held
at
each
AGM.
The
constitution
states
that
one-‐third
of
all
directors
must
retire
and
offer
themselves
for
re-‐election,
excluding
the
Managing
Director
and
Directors
appointed
during
the
year
by
the
Board.
If
no
directors
are
scheduled
to
be
elected
by
virtue
of
the
ASX
Listing
Rules
or
the
Constitution,
then
one-‐third
of
directors
must
still
retire
and
be
re-‐elected
by
the
Shareholders
of
the
Company.
Normally,
this
would
be
the
Director
(other
than
the
Managing
Director)
who
has
held
office
the
longest
since
being
appointed
or
last
being
elected.
ASX
Listing
Rule
14.4
states
that
no
Director
is
entitled
to
hold
office
without
re-‐election
past
the
third
AGM
following
the
Director’s
appointment
or
three
years,
whichever
is
longer.
Mr
Haryono
Eddyarto
and
Mr
Mr
Albert
Cheok
are
submitting
themselves
for
re-‐election
by
rotation
at
this
meeting.
They
were
appointed
to
the
board
on
25
November
2013.
Details
of
Mr
Haryono
Eddyarto
and
Mr
Albert
Cheok
are
outlined
below.
Item
3.1
Haryono
Eddyarto
Mr
Haryono
Eddyarto
is
an
Indonesian
Resident
and
has
over
35
years
experience
in
International
Trade.
He
has
extensive
business
activities
ranging
from
Commodity
Trading,
Mining,
Chemical,
Television
and
Property.
Mr
Eddyarto
is
a
strong
promoter
of
the
Asian
region
having
represented
Indonesian
Chamber
of
Commerce
and
Industry
in
the
G-‐15,
G77
and
the
Ocean
Rim-‐
ARG
Business
Forum.
Mr
Eddyarto
currently
serves
on
the
board
of
Pt
House
of
Indonesia,
Pt
Inter
Minerals
Resources,
Pt
Nikelindo,
Space
Bee
Broadcasting
Services
AG,
Switzerland
and
Pt
Teras
Nirwana
Bali.
Mr
Eddyarto
is
the
Executive
Chairman
of
the
Board.
Having
had
regard
to
the
ASX
Principles,
the
Board
considers
Mr
Eddyarto
to
be
a
non-‐
independent
Director.
Directors’
Recommendation
The
Board
unanimously
(other
than
Mr
Eddyarto,
supports
the
re-‐election
of
Mr
Eddyarto
and
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
Item
3.2
Albert
Cheok
Mr
Albert
Cheok
currently
serves
as
a
Non-‐Executive
Director
of
the
Company.
Mr
Cheok
is
a
Fellow
of
the
Australian
Institute
of
Certified
Public
Accountants
and
is
a
banker
with
over
30
years’
experience
in
banking
in
the
Asia-‐Pacific
region.
Mr
Cheok
currently
is
the
Chairman
of
Bowsprit
Capital
Corporation
Limited,
the
Manager
of
First
Real
Estate
Investment
Trust,
a
healthcare
REIT,
and
the
Chairman
of
LMIRT
Management
Ltd,
the
Manager
of
Lippo
Malls
Indonesia
Retail
Trust,
a
retail
mall
REIT.
Both
the
REITS
are
listed
in
Singapore.
Mr
Cheok
is
the
Deputy
Chairman
of
Metal
Reclaimation,
a
leading
lead
refinery
in
Malaysia.
Mr
Cheok
is
a
Senior
Adviser
to
a
number
of
businesses
and
industrial
groups
in
SE
Asia.
He
is
the
Vice
Governor
on
the
Board
of
Governors
of
the
Malaysian
Institute
of
Corporate
Governance;
a
private/public
sector
initiative
established
to
promote
good
corporate
governance
practices
in
Malaysia.
Mr
Cheok
brings
an
extensive
breadth
and
depth
of
experience
and
wisdom
to
the
Company
given
his
work
experience
across
a
diverse
range
of
industries,
in
particular
his
knowledge
and
and
experience
in
banking
and
business
in
Hong
Kong,
Singapore
and
Indonesia.
Mr
Cheok
also
provides
a
bridge
between
Adavale’s
Australian
and
Indonesian
operations.
Mr
Cheok
is
Chair
of
the
Investment
&
Capital
Markets
Committee
and
a
member
of
the
Audit
Committee.
Having
had
regard
to
the
ASX
Principles,
the
Board
considers
Mr
Cheok
to
be
an
independent
Director.
Directors’
Recommendation
The
Board
unanimously
(other
than
Mr
Cheok,
supports
the
re-‐election
of
Mr
Cheok
and
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
ITEM
4:
Ratify
the
issue
of
Shares
Background
Item
4
seeks
the
ratification
of
the
issue
by
the
Company
of
2,727,411
Shares
(Drawdown
Shares)
as
follows:
-‐
991,300
shares
at
and
issue
price
of
$0.01416
per
share
on
12
October
2015,
as
a
result
of
a
drawdown
under
the
Standby
Subscription
Agreement
with
Gurney
Capital
Pty
Ltd
as
announced
on
15
January
2015;
and
-‐
1,736,111
shares
at
and
issue
price
of
$0.0144
per
share
on
17
September
2015,
as
a
result
of
a
drawdown
under
the
Standby
Subscription
Agreement
with
Gurney
Capital
Pty
Ltd
as
announced
on
15
January
2015.
ASX
Listing
Rule
7.1
ASX
Listing
Rule
7.1
provides
that
a
company
must
not,
subject
to
specified
exceptions,
issue
or
agree
to
issue
during
any
12
month
period
any
equity
securities,
or
other
securities
with
rights
to
conversion
to
equity
(such
as
an
option),
if
the
number
of
those
securities
exceeds
15%
of
the
number
of
securities
in
the
same
class
on
issue
at
the
commencement
of
that
12
month
period.
ASX
Listing
Rule
7.4
ASX
Listing
Rule
7.4
sets
out
an
exception
to
ASX
Listing
Rule
7.1.
It
provides
that
where
a
Company
in
general
meeting
ratifies
the
previous
issue
of
securities
made
pursuant
to
ASX
Listing
Rule
7.1
(and
provided
that
the
previous
issue
did
not
breach
Listing
Rule
7.1)
those
securities
will
be
deemed
to
have
been
made
with
Shareholder
approval
for
the
purpose
of
ASX
Listing
Rule
7.1.
Ratification
by
the
Shareholders
of
the
Company
is
now
sought
pursuant
to
ASX
Listing
Rule
7.4
in
order
to
reinstate
the
Company’s
capacity
to
issue
up
to
15%
of
its
issued
capital,
if
required
in
the
next
12
months
without
Shareholder
approval.
Specific
Disclosure
of
Information
ASX
Listing
Rule
7.5
requires
that
the
following
information
be
provided
to
Shareholders
in
relation
to
the
Drawdown
Shares.
(a)
The
total
number
of
Drawdown
Shares
issued
by
the
Company
was
2,727,411;
(b)
The
Drawdown
Shares
were
issued
at
the
following
price
per
Share;
-‐
991,300
shares
at
an
issue
price
of
$0.01416
per
share;
and
-‐
1,736,111
shares
at
an
issue
price
of
$0.0144
per
share.
(c)
The
Drawdown
Shares
rank
equally
in
all
respects
with
the
Company’s
existing
Shares
on
issue;
(d)
The
Drawdown
Shares
were
issued
as
follows:
-‐
2,727,411
shares
were
issued
to
Gurney
Capital
Pty
Ltd
(or
their
nominee).
(e)
No
funds
were
raised
from
the
issue
of
Shares.
(f)
A
voting
exclusion
statement
is
included
below.
Voting
Exclusion
Statement
The
Company
will
disregard
any
votes
cast
on
the
resolution
in
Item
4
by
a
person
who
participated
in
the
issue
of
the
Drawdown
Shares
and
any
associate
of
those
persons.
However,
the
Company
need
not
disregard
a
vote
if
it
is
cast
by
a
person
as
a
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
the
direction
on
the
proxy
form,
or
it
is
cast
by
the
person
chairing
the
Meeting
as
a
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
proxy
form
to
vote
as
the
proxy
decides.
Director’s
Recommendation
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.
ITEM
5:
Additional
10%
Placement
Capacity
5.1
General
ASX
Listing
Rule
7.1A
provides
that
an
Eligible
Entity
may
seek
Shareholder
approval
at
its
annual
general
meeting
to
allow
it
to
issue
Equity
Securities
up
to
10%
of
its
issued
capital
(10%
Placement
Capacity).
If
Shareholders
approve
the
resolution
in
Item
5,
the
number
of
Equity
Securities
the
Company
may
issue
under
the
10%
Placement
Capacity
will
be
determined
in
accordance
with
the
formula
prescribed
in
ASX
Listing
Rule
7.1A.2
(as
set
out
in
5.2
below).
The
Company
is
an
Eligible
Entity.
The
effect
of
the
resolution
in
Item
5
will
be
to
allow
the
Directors
to
issue
Equity
Securities
up
to
10%
of
the
Company’s
fully
paid
ordinary
securities
on
issue
under
the
10%
Placement
Capacity
during
the
period
up
to
12
months
after
the
meeting,
without
Shareholder
approval
and
without
using
the
Company’s
15%
annual
placement
capacity
granted
under
Listing
Rule
7.1.
The
resolution
in
Item
5
is
a
special
resolution.
Accordingly,
at
least
75%
of
votes
cast
by
Shareholders
present
and
eligible
to
vote
at
the
Meeting
must
be
in
favour
of
this
resolution
for
it
to
be
passed.
5.2
10%
Placement
Capacity
ASX
Listing
Rule
7.1A
came
into
effect
on
1
August
2012
and
enables
an
Eligible
Entity
to
seek
Shareholder
approval
at
its
annual
general
meeting
to
issue
Equity
Securities
in
addition
to
those
under
the
Eligible
Entity’s
15%
annual
placement
capacity.
An
Eligible
Entity
is
one
that,
as
at
the
date
of
the
relevant
annual
general
meeting:
(a) is
not
included
in
the
A&P/ASX
300
Index;
and
(b) has
a
maximum
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred
settlement
basis)
of
$300,000,000.
The
Company
is
an
Eligible
Entity
as
it
is
not
included
in
the
A&P/ASX
300
Index
and
has
a
current
market
capitalisation
at
the
12
October
2015
of
$387,179.
The
Equity
Securities
must
be
in
the
same
class
as
an
existing
class
of
quoted
Equity
Securities.
The
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