AMEX RESOURCES LIMITED ACN 089 826 237 NOTICE OF ANNUAL GENERAL MEETING Incorporating Explanatory Statement and Proxy Form Date of meeting: Thursday, 24 November 2011 Time of meeting: Place of meeting: 9am (WST) The Celtic Club, 48 Ord Street, West Perth, Western Australia These documents should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of Amex Resources Limited ACN 089 826 237 (Company) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday 24 November 2011 at 9am (WST). The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the various matters to be considered at the meeting and includes a glossary of defined terms. AGENDA ORDINARY BUSINESS Financial Statements and Reports To receive and consider the financial report of the Company together with the reports of the Directors and Auditor for the year ended 30 June 2011. 1. Adoption of Remuneration Report To consider and if thought fit to pass, with or without amendment, the following as a non binding resolution: "That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company s annual financial report for the financial year ended 30 June 2011, be adopted. 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 on behalf of either of the following persons: 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, (collectively referred to as a Prohibited Voter). However, a Prohibited Voter may cast a vote on the resolution if: the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and the vote is not cast on behalf of a Prohibited Voter. If you appoint the Chairman of the Meeting as your proxy, the Company encourages you to direct the Chairman how to vote on this advisory Resolution. The Chairman, as one of the Key Management Personnel of the Company, is not permitted to cast any votes in respect of this advisory Resolution that arise from undirected proxies held. 2. Re- election of Mr Tim Putt as a Director To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution: "That Mr Tim Putt, who retires by rotation in accordance with Article 26.6 of the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for reelection, be re-elected as a Director." 1
SPECIAL BUSINESS 3. Non-executive Directors fees To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution: "That for the purposes of Listing Rule 10.17, Article 31.1 of the Constitution and for all other purposes, the maximum aggregate amount of annual remuneration payable to the non-executive Directors of the Company (as a whole) be increased by $140,000 per annum from $160,000 per annum to $300,000 per annum, which may be divided among the non executive Directors in such proportion and manner as determined by the Board of the Company or, in default of agreement, between them equally. ASX voting exclusion The Company will disregard any votes cast under Resolution 3 by any Director and by any associate of the Director. However, the Company will not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Voting prohibition statement A person appointed as proxy must not vote on this Resolution 3 if that person is either: 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, and the proxy appointment does not specify the way the proxy is to vote on the resolution. However, this does not apply if: the person is the chair of the meeting; and the proxy appointment expressly authorises the chair to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of a member of the Key Management Personnel. 4. Approval of Placement To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution: "That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the issue and allotment of up to 60,000,000 Shares to sophisticated and professional investors and other investors to whom the placement may be made without a disclosure document at an issue price of at least 80% of the average market price for Shares calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue was made, on the terms and conditions set out in the Explanatory Statement. ASX voting exclusion The Company will disregard any votes cast under Resolution 4 by any persons who may participate in the proposed placement and a person who might obtain a benefit from the passing of the Resolution, except a benefit solely in the capacity as holder of Shares, and any of their associates unless the votes are cast: by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or by the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides). 2
IMPORTANT INFORMATION Proxy instructions Members entitled to attend and vote at this Meeting are entitled to appoint an individual or a body corporate as their proxy to vote on their behalf. A proxy need not be a member of the Company. A member who is entitled to cast two or more votes at the meeting may appoint two proxies and may specify the proportion or number of votes each proxy may exercise. The member may specify the manner in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. To be effective, the proxy form and (and the power of attorney or other authority, if any, under which the proxy form is signed) must be received by the Company at least 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be. The Company specifies the following information for the receipt of proxy appointments: if posted: PO Box 1395, West Perth, Western Australia 6872 if delivered: the registered office of the Company at IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia 6005 if sent by facsimile: +61 8 9321 0320 if sent by email: gdunlop@share.net.au. The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a body corporate, in a manner permitted by the Corporations Act. In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form. Undirected proxies The Chairman of the Meeting will vote undirected proxies on, and in favour of, all of the proposed Resolutions, except for Resolution 1 (Remuneration Report) and, unless the appropriate box is marked on the proxy form as described below, Resolution 3 (Non executive Directors fees). Any undirected proxies held by the Chairman will not be voted on Resolution 1 (Remuneration Report). Accordingly, if you appoint the Chairman of the meeting as your proxy, you should direct him how to vote on Resolution 1 (Remuneration Report) if you want your shares to be voted on that item of business. The same will apply if you appoint as your proxy any other Director, any other member of the Key Management Personnel or any of their Closely Related Parties. Any undirected proxies held by the Chairman will not be voted on Resolution 3 (Non-executive Directors fees) unless the proxy expressly authorises the Chairman to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of a member of the Key Management Personnel. Accordingly, if you appoint the Chairman of the meeting as your proxy and you want your shares to be voted on Resolution 3 (Non-executive Directors fees), you should either direct the Chairman how to vote on Resolution 3 or mark the box on page 1 of the proxy form which expressly authorises the Chairman to exercise the proxy for that Resolution. Voting entitlement For the purposes of determining voting entitlements at the Meeting, and in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), Shares will be taken to be held by the persons who are registered as holding the Shares at 4.00pm (WST) on 22 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Dated: 11 th October 2011 By order of the Board Gary Dunlop Company Secretary 3
EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 24 November 2011 at 9am (WST). The purpose of this Explanatory Statement is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. Financial Statements and Reports The Corporations Act requires the Company to lay before the Annual General Meeting its annual financial report and reports of the Directors and Auditor for the last financial year. The annual financial report of the Company for the year ended 30 June 2011 is available on its website at www.amex.net.au. Shareholders are not required to vote on these reports however Shareholders will be given a reasonable opportunity at the Meeting to comment on or to ask questions about the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor questions relevant to the content of the Auditor s report, the conduct of the audit, accounting policies adopted by the Company and the independence of the Auditor. Written questions to the Company s Auditor about the content of the Auditor s report or the conduct of the audit may be submitted no later than 17 November 2011 to: The Company Secretary Amex Resources Limited IBM Building Level 3, 1060 Hay Street West Perth WA 6005. Facsimile: +61 8 9321 0320 Email: gdunlop@share.net.au Copies of the questions, if any, to the Company s Auditor will be available at the meeting. 1. Resolution 1 Adoption of Remuneration Report Under section 250R(2) of the Corporations Act, the Company must put to its shareholders at each annual general meeting a resolution adopting the report on the remuneration of the Company s directors, secretary and senior managers. The Remuneration Report of the Company for the financial year ended 30 June 2011 is included in the Directors report in the Company s 2011 Annual Report. It is also available on the Company s website at www.amex.net.au. The Remuneration Report includes: an explanation of the Company s policy in relation to the nature and amount of remuneration paid to Directors, secretaries and senior executives of the Company; a discussion of the link between this policy and the Company s performance; details of any element of the remuneration of Directors and executives of the Company which is dependent upon the satisfaction of a performance condition; and details of the total remuneration of each Director (including a breakdown of components of that remuneration) and the senior executives of the Company who receive the highest remuneration. The vote on this resolution is advisory only and does not bind the Directors or the Company. 4
Under recent changes to the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted at the Meeting against adoption of the Remuneration Report and then again at the 2012 annual general meeting, the Company will be required to put to the vote a resolution (spill resolution) that another general meeting of members of the Company be held at which all the Directors, other than the managing director, must go up for re-election. Shareholders will be given a reasonable opportunity at the Meeting to comment on or to ask questions about the Remuneration Report. 2. Resolution 2 Re-election of Mr Tim Putt as a Director Article 26.6 of the Company's Constitution requires that one third of the Directors (other than a managing director and rounded down to the nearest whole number) must retire at each annual general meeting but a Director who retires under that Article is eligible for re-election at that meeting. The Director or Directors who must retire under Article 26.6 are those who have been longest in office since their last election but, as between persons who have been in office for an equal amount of time, those to retire must be determined by the Chairman, unless otherwise agreed among themselves. Mr Tim Putt is the director who has been longest in office since his last election. Under Article 26.6, he is required to retire at the Meeting but is eligible for reelection. Mr Timothy Putt, B.Sc (Hons) Geology, MAIG, MSEG Non executive Director Mr Putt has more than 15 years experience in exploration and mine geology, having worked both in Australia and Southern Africa. Mr. Putt previously worked for a number of multinational companies, including Asarco, Teck-Cominco and Anglogold Australasia. His experience ranges from gold exploration and mining (both open cast and underground) through to base-metal exploration and, most recently, successful exploration for energy metals in Namibia, Southwest Africa. The Directors, with Mr Putt abstaining, unanimously recommend that Shareholders vote in favour of the re-election of Mr Putt. 3. Resolution 3 Non-executive Directors fees Listing Rule 10.17 provides that a company must not increase the total amount of directors fees payable by it or any of its subsidiaries without the approval of shareholders. This rule does not, however, apply to the salary of an executive director. Article 31.1 of the Company's Constitution provides that the non executive Directors will be remunerated by an aggregate amount not exceeding the maximum amount as determined by the Company in general meeting, to be divided among them in such proportion and manner as they agree or, if they do not agree, equally. This aggregate maximum amount must not be increased except with the prior approval of the Company in general meeting. Currently, the maximum aggregate remuneration payable to non-executive Directors and approved by Shareholders totals $160,000, inclusive of superannuation contributions. The Board is requesting Shareholders to approve a maximum aggregate amount of $300,000 per annum payable which represents an increase of $140,000 per annum. The Board considers that this cap will allow the Board to increase in size if the next phase of the Company s growth requires the expertise of additional non executive directors. It will also allow the Company to keep non-executive Director fees in line with current market rates and enable it to attract and retain high calibre candidates to the position of non-executive Director. The Board believes that this level of remuneration is in line with corporate remuneration of similar companies. 5
Shareholders should note that the Directors do not presently intend to distribute the full amount of $300,000 (if approved) in the current year. The proposed limit is requested to provide flexibility in accommodating any increase in the size of the Board and to allow payment of appropriate fees over time. As Resolution 3 relates directly to the non-executive Directors, the Directors have refrained from making a recommendation. 4. Resolution 4 Approval of Placement Background In anticipation of a positive Bankable Feasibility Study at the Company s 100% owned MBa Delta Ironsands Project in Fiji, the Board believes it is prudent to begin planning the funding of the construction of the Lautoka Port infrastructure and mining facilities. The Board has determined that part of the capital costs of these facilities, an estimate of which has been previously announced to ASX, should be provided by the Placement. It is intended that the Placement Shares will be allotted to sophisticated and professional investors and other investors to whom the issue may be made without a disclosure document, subject to Shareholder approval being given under Resolution 4 for the purpose of Listing Rule 7.1. The funds raised by the issue of the Placement Shares will be used for: funding the construction of the Lautoka Port facilities; funding construction of dredging and processing barges and the purchase of mining equipment for the Project; and working capital purposes. Requirements of the Listing Rules Subject to certain exemptions (none of which are relevant here), Listing Rule 7.1 restricts a listed company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the Company s ordinary securities on issue, without shareholder approval. However, issues of ordinary securities made with the prior approval of the shareholders in a general meeting are not subject to this restriction and will not be counted as part of the 15% limit. Accordingly, if Shareholders of the Company pass Resolution 4, the Placement Shares will not be counted towards the 15% limit in respect of issues of equity securities in the following 12 month period. As required by Listing Rule 7.3, the following information is provided to Shareholders to allow them to assess the issue and allotment of the Placement Shares: (a) The maximum number of securities to be issued pursuant to Resolution 4 is 60,000,000 Shares. (b) The Shares will be issued and allotted progressively over the period of 3 months after the date of the Meeting, or such longer period as approved by ASX. (c) The issue price of the Shares will be at least 80% of the average market price for Shares calculated over the last 5 days on which sales in Shares were recorded on ASX before the day on which the issue was made. (d) The Shares will be allotted to sophisticated and professional investors or other investors to whom the issue may be made without a disclosure document. The identity of these investors is not known at this stage however none will be related parties of the Company. (e) The Shares to be issued will rank pari passu in all respects from date of issue with the existing issued fully paid ordinary shares of the Company. 6
(f) It is intended that the funds raised pursuant to the issue of the Shares will be used for the purposes described above. To enable the Company to fund the expenses referred to above, all of the Directors are of the view that the Placement is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4. 6. Enquiries Shareholders are requested to contact the Company Secretary, Gary Dunlop, on +61 8 9480 0455 if they have any queries in respect of the matters set out in these documents. 7. Glossary of Terms In this Notice and Explanatory Statement the following words and expressions have the following meanings: ASX means ASX Limited ABN 98 008 624 691. Auditor means the auditor of the Company. Board means the board of Directors of the Company. Closely Related Party has the meaning given to it in section 9 of the Corporations Act. Company means Amex Resources Limited ACN 089 826 237. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company from time to time. Explanatory Statement means this explanatory statement which forms part of the Notice. Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. The Key Management Personnel for the financial year ended 30 June 2011 are identified in the Remuneration Report. Listing Rules means the official listing rules of ASX. Meeting and Annual General Meeting means the annual general meeting of shareholders of the Company, or any adjournment thereof, convened by the Notice. Notice and Notice of Annual General Meeting means the notice of annual general meeting which accompanies this Explanatory Statement. Placement means the placement of up to 60,000,000 Shares to be made to sophisticated and professional investors or other investors to whom the issue may be made without a disclosure document. Placement Shares means up to 60,000,000 Shares to be issued under the Placement. Remuneration Report means the remuneration report set out in the Directors report section of the Company s annual financial report for the year ended 30 June 2011. Resolution means a resolution referred to in the Notice of Meeting. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of Shares. WST means Australian Western Standard Time. 7
AMEX RESOURCES LIMITED ABN 55 089 826 237 PROXY FORM CHESS HIN/SRN: Appointment of Proxy I/We being a member/s of Amex Resources Limited and entitled to attend and vote hereby appoint: The Chairman of the Meeting (mark box) OR if you are not appointing the Chairman of the Meeting as your proxy, please write here the full name of the individual or body corporate you are appointing as your proxy or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Amex Resources Limited to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 24 November 2011 at 9.00am (WST) and at any adjournment of that Meeting. Important: For Resolution 1: If the Chairman of the Meeting or any member of the Key Management Personnel of the Company or a Closely Related Party of a member of the Key Management Personnel is your nominated proxy and you have not directed the proxy how to vote on Resolution 1 (Remuneration Report), the proxy will not cast any votes on Resolution 1. Important: For Resolution 3: If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Resolution 3, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he/she has an interest in the outcome of that Resolution and that votes cast by the Chairman for that Resolution, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 3 and your votes will not be counted in computing the required majority if a poll is called on the Resolution. If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business. The Chairman of the Meeting intends to vote all undirected proxies, which the Chairman is entitled to vote, in favour of each item of business. Voting directions to your proxy please mark to indicate your directions For Against Abstain Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Tim Putt as a Director Resolution 3 Increase in non executive Directors fees Resolution 4 Approval of Placement Please note: If you mark the Abstain box for a particular item of business, your votes will not be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is % Please sign here Individuals only This section must be signed in accordance with the instructions overleaf Securityholder 1 Companies only Sole Director and Sole Company Secretary...... Securityholder 2 Director.. Securityholder 3 Director/Company Secretary.. / / Contact name Contact daytime telephone number Date
How to complete the Proxy Form 1. Your address This is your address as it appears on the Company s share register. If this information is incorrect, please make the correction on the form. Please note that you cannot change ownership of your securities using this form. 2. Appointment of a proxy If you wish to appoint the Chairman of the Meeting as your proxy, please mark the first box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the full name of that individual or body corporate in the space provided. If you leave both the box and this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company. A proxy may be an individual or a body corporate. Under recent changes to the Corporations Act, if your appointment of a proxy specifies the way the proxy is to vote on a particular resolution and your appointed proxy is not the Chairman of the meeting and at the meeting a poll is duly demanded on the question that the resolution be passed, then if either your proxy is not recorded as attending the meeting (if a record of attendance is made) or your proxy does not vote on the resolution, the Chairman is taken, before voting on the resolution closes, to have been appointed as your proxy for the purposes of voting on the resolution at that meeting 3. Votes on items of business You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction, unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate place. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses (subject to the matters set out below). If you mark more than one box on an item your vote on that item will be invalid. Under recent changes to the Corporations Act, if you direct your proxy how to vote on a particular resolution, the proxy need not vote on a show of hands but if the proxy does so, the proxy must vote as directed. If the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands. If the proxy is the Chairman, the proxy must vote on a poll, and must vote as directed and if the proxy is not the Chairman, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as directed. If the Chairman of the Meeting or any other member of the Key Management Personnel of the Company or a Closely Related Party of a member of the Key Management Personnel is your nominated proxy and you have not directed the proxy how to vote on Resolution 1 (Remuneration Report), that person will not cast any votes on Resolution 1. If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Resolution 3 and you have not marked the relevant box on page 1 of this Proxy Form, the Chairman of the Meeting will not cast your votes on Resolution 3 and your votes will not be counted in computing the required majority if a poll is called on that Resolution. 4. Appointment of a second proxy You are entitled to appoint up to two proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or you may copy this form. To appoint a second proxy you must: (a) (b) 5. Signing instructions on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and return both forms together in the same envelope. You must sign this form as follows in the spaces provided: Individual: Joint holding: Power of attorney: Companies: Where the holding is in one name, the holder must sign. Where the holding is in more than one name, all of the securityholders should sign. To sign under Power of Attorney, you must have already lodged this document with the Company. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole Director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place. If a representative of a corporate securityholder or proxy 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. Lodgement of a Proxy This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting which is scheduled for 9.00am (WST) on 24 November 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting. Documents may be lodged by: posting to the Company at PO Box 1395, West Perth, Western Australia 6872; or delivery to the Company at IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia 6005; or sending by facsimile to the Company on +61 8 9321 0320; or email to the Company Secretary at gdunlop@share.net.au