Notice of 2023 Annual General Meeting
Released
Released
Announcement PDF
22 September 2023
The Manager
Company Announcements
ASX Limited
20 Bridge Street
SYDNEY NSW 2000
Notice of 2023 Annual General Meeting
Attached is a copy of the Argo Investments Limited (ASX: ARG) Notice of 2023 Annual
General Meeting and sample Proxy Form, which were distributed to shareholders today.
Yours faithfully,
Tim Binks
Company Secretary
Argo Investments Limited
ACN 007 519 520
invest@argoinvesments.com.au
argoinvestments.com.au
Head Office
Level 25, 91 King William St
Adelaide SA 5000
08 8210 9500
Sydney Office
Level 37, 259 George St
Sydney NSW 2000
02 8274 4700
18 September 2023
Dear Shareholder,
Annual General Meeting on Monday 23 October 2023 at 10.00am (Adelaide time)
You are invited to attend the Annual General Meeting (AGM or Meeting) of Argo Investments Limited
(Argo) which will be held as an in-person meeting on Monday 23 October 2023 at 10.00am (Adelaide
time), at the Adelaide Convention Centre, North Terrace, Adelaide.
Notice of Meeting and Proxy Form
In accordance with the Corporations Amendment (Meetings and Documents) Act 2022 we are not
posting physical copies of the Notice of Meeting (Notice). Instead, a copy of the Notice will be available
on the AGM landing page at www.boardroomlimited.com.au/agm/argoinvestments23. A copy of your
personalised Proxy Form is enclosed with this letter. The QR code on the Proxy Form can be scanned
with your mobile device to take you directly to the landing page.
Participation
This year we will again hold an in-person Meeting in Adelaide. Our feedback is that shareholders
appreciate the opportunity to meet the Directors and key management personnel face-to-face.
For those that cannot attend, the Meeting will be webcast live (view only) on the Company’s website
and the webcast will be available for later viewing.
In the lead-up to the AGM you can visit the AGM landing page at www.boardroomlimited.com.au/agm/
argoinvestments23 to access all of the relevant documents and submit questions in advance of the
Meeting.
Voting
You can vote by attending the AGM or you can submit a proxy vote in advance of the Meeting by visiting
the AGM landing page at www.boardroomlimited.com.au/agm/argoinvestments23 and following the
prompts and instructions. You will need your Voting Access Code, which is at the top of your Proxy Form.
Alternatively you can lodge your signed and dated Proxy Form by mail, fax or in-person in accordance
with the instructions contained in the Notice. For further information on voting, please see the Notice.
I encourage you to cast your vote ahead of the Meeting, online by appointing a proxy (such as the Chair
of the Meeting), which you can do until 10.00am Adelaide time on Saturday 21 October 2023.
Argo Investments Limited
ACN 007 519 520
invest@argoinvesments.com.au
argoinvestments.com.au
Head Office
Level 25, 91 King William St
Adelaide SA 5000
08 8210 9500
Sydney Office
Level 37, 259 George St
Sydney NSW 2000
02 8274 4700
Conclusion
I am pleased that the AGM can again operate as an in-person meeting and I am confident it will provide
an effective forum for shareholder participation and engagement. On behalf of the Board I would like
to thank you for your ongoing support.
Yours faithfully,
Russell Higgins AO
Chairman
argoinvestments.com.au | 2
Notice of 2023 Annual General Meeting
Notice is hereby given that the 77th Annual General Meeting (AGM or Meeting) of shareholders of Argo
Investments Limited (Argo) will be held at the Adelaide Convention Centre, North Terrace, Adelaide on
Monday 23 October 2023 at 10.00am.
Items Of Business
1. Financial and other Reports
To receive and consider the Financial Report and the reports of the Directors and the Auditor in
respect of the financial year ended 30 June 2023.
No resolution is required to be passed on this item.
2. Adoption of Remuneration Report
To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:
“That the Remuneration Report for the financial year ended 30 June 2023 be adopted.”
The vote on this item is advisory only and does not bind the Directors or the Company.
Voting exclusions and authorisations apply to this item - see Explanatory Notes.
3. Re-election of Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr. Russell Higgins AO, a Director who will retire by rotation in accordance with clause 60 of
the Company’s Constitution, being eligible, be re-elected as a Director of the Company.”
4. Election of Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr. Peter Warne, who was appointed to the Board as a Non-executive Director on 1 November
2022 and will retire at the close of the Meeting in accordance with clause 59 of the Company’s
Constitution, being eligible, be elected as a Director of the Company.”
5. Election of Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Ms. Melissa Holzberger, who was appointed to the Board as a Non-executive Director on
1 October 2023 and will retire at the close of the Meeting in accordance with clause 59 of the
Company’s Constitution, being eligible, be elected as a Director of the Company.”
6. Approval of Dividend Substitution Share Plan
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That in accordance with clause 95 of the Company’s Constitution, a Dividend Substitution Share
Plan (DSSP) be made available to eligible shareholders of the Company.”
argoinvestments.com.au | 3
7. Renewal of Proportional Takeover provisions
To consider and, if thought fit, pass the following resolution as a special resolution:
“That the proportional takeover provisions in clause 25 of the Company’s Constitution be renewed
for a period of three years commencing on and from the day this resolution is passed.”
By Order of the Board
T.C.A. Binks
Company Secretary
18 September 2023
argoinvestments.com.au | 4
Voting Information
Entitlement to vote
The Company has determined that for the purpose of voting entitlements at the Meeting, shares of the
Company will be taken to be those held by shareholders recorded on the register at 7.00pm (Adelaide time) on
Saturday 21 October 2023.
Voting at the Meeting
Voting on each of the proposed resolutions at this Meeting will be conducted by poll. Every member has one
vote for every fully paid ordinary share held.
Appointing a Proxy
Any shareholder entitled to attend and vote at the Meeting has a right to appoint not more than two proxies to
attend and vote instead of that shareholder. A proxy need not be a shareholder and can be either an individual
or a body corporate. A shareholder may direct their proxy how to vote using the FOR, AGAINST or ABSTAIN
boxes provided next to each resolution on the Proxy Form.
If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of a
shareholder’s votes. Fractions of votes will be disregarded. If no percentage or number is specified, each proxy
is entitled to vote half of the shareholder’s votes.
Proxies can be appointed in one of three ways:
a. Online through the AGM landing page at www.boardroomlimited.com.au/agm/argoinvestments23
b. By posting the signed Proxy Form to the share registry at: Boardroom Pty Limited GPO Box
3993, Sydney NSW 2001
c. By faxing the signed Proxy Form to the share registry on +61 2 9290 9655
Proxy voting instructions are provided on the Proxy Form.
To be effective, proxies must be appointed no later than 48 hours before the AGM, being 10.00am
(Adelaide time) on Saturday 21 October 2023.
The Chair of the Meeting acting as Proxy
If a proxy does not attend the Meeting or chooses not to vote as proxy on a resolution, the Chair of the Meeting
will be taken to have been appointed as the shareholder’s proxy for the purposes of that poll. The Chair of the
Meeting will cast the shareholder’s votes in accordance with any directions provided on the Proxy Form, or if
no directions are provided, in accordance with the stated voting intentions of the Chair of the Meeting, to the
extent permitted by law.
Power of Attorney
If a shareholder has appointed an attorney to attend and vote at the Meeting, or if the proxy is signed by an
attorney, the power of attorney (or a certified copy) must be received by the share registry at the address or
fax number above by no later than 10.00am (Adelaide time) on Saturday 21 October 2023, unless the power of
attorney has previously been lodged with the share registry.
Corporate representatives
A body corporate which is a shareholder or which has been appointed as a proxy may appoint an individual to
act as its representative at the Meeting. Evidence of the representative’s appointment should be supplied to
the share registry by no later than the commencement of the Meeting, unless it has been previously lodged
with the share registry. The appointment must comply with section 250D of the Corporations Act 2001. A
form of appointment of corporate representative may be obtained from the share registry online at www.
investorserve.com.au or by telephone request on 1300 737 760 (within Australia) or +61 2 9290 9600.
9600
argoinvestments.com.au | 5
Explanatory Notes
FINANCIAL REPORTS
Item 1: Financial and other Reports
Section 317 of the Corporations Act 2001 requires each of the Financial Report (which includes the
Financial Statements and Directors’ Declaration), the Directors’ Report and the Auditor’s Report for
the last financial year to be laid before the Meeting.
The Reports referred to in Item 1 of the Notice of Meeting are included in the Annual Report sent
to shareholders who have requested to receive a copy. If you have not elected to receive a hard
copy of the Company’s 2023 Annual Report, it can be accessed on the Company’s website at www.
argoinvestments.com.au.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make
comments on these Reports and on the business, operations and management of the Company.
There is no requirement for these Reports to be formally approved by shareholders.
REMUNERATION REPORT
Item 2: Adoption of the Remuneration Report
The Company’s Remuneration Report forms part of the Directors’ Report for the year ended 30 June
2023 which is included in the Company’s 2023 Annual Report. The Remuneration Report is submitted
to shareholders for consideration and adoption by way of a non-binding resolution.
The resolution is advisory only. The Board will consider and take into account the outcome of the
vote and feedback from shareholders on the Remuneration Report when reviewing the Company’s
remuneration policies.
If the Company’s Remuneration Report receives an ‘Against’ vote of 25 per cent or more at two
consecutive AGMs, a resolution must then be put to shareholders at the second AGM as to whether
another meeting should be held (within 90 days) at which all Directors who were in office at the date
of approval of the applicable Directors’ Report must stand for re-election.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and comment
on the Remuneration Report.
Voting Exclusion Statement
The Company will disregard any votes cast on Item 2 by or on behalf of a member of the Company’s
Key Management Personnel (KMP) whose remuneration details are disclosed in the Remuneration
Report, or by or on behalf of a closely related party of a member of the KMP, in any capacity, unless
the vote is cast as proxy for a person who is entitled to vote and:
͵ the proxy’s appointment directs how the proxy is to vote; or
͵ the vote is cast by the person chairing the Meeting, in accordance with the stated voting intentions
of the Chair of the Meeting.
Chair of the Meeting authorised to exercise undirected proxies
The Chair of the Meeting will be a member of the KMP, whose remuneration is included in the
Remuneration Report. You should be aware that the Chair of the Meeting intends to vote undirected
proxies in favour of Item 2. By appointing the Chair of the Meeting to be your proxy, you expressly
authorise the Chair of the Meeting to exercise your proxy in relation to Item 2 (including an undirected
proxy) even though the Chair of the Meeting is a member of the KMP. A shareholder may appoint the
Chair of the Meeting as proxy with a direction to cast the votes contrary to the Chair’s stated voting
intentions, or to abstain from voting on that resolution.
The Directors unanimously recommend that shareholders vote in favour of Item 2, noting that each
Director has a personal interest in his or her own remuneration from the Company.
argoinvestments.com.au | 6
DIRECTOR RE-ELECTION AND ELECTIONS
At this Annual General Meeting, Mr. Russell Higgins AO retires from office in accordance with clause
60 of the Company’s Constitution and being eligible, seeks re-election as a Director of the Company.
Details of the qualifications and experience of Mr. Higgins follow in Item 3 of the agenda.
Mr. Peter Warne was appointed as a Non-executive Director of the Company on 1 November 2022. In
accordance with clause 59 of the Company’s Constitution, Mr. Warne seeks election by shareholders
as a Director of the Company. Details of his qualifications and experience follow in Item 4 of the
agenda.
Mr. Roger Davis retired from the Board on 30 September 2023 and Ms. Melissa Holzberger was
appointed as a Non-executive Director of the Company on 1 October 2023. In accordance with clause
59 of the Company’s Constitution, Ms. Holzberger seeks election by shareholders as a Director of the
Company. Details of her qualifications and experience follow in Item 5 of the agenda.
Item 3: Re-election of Mr. Russell Higgins AO BEc, FAICD
Russell Allan Higgins joined the Board as an independent, Non-executive Director in 2011 and was
appointed Chairman in 2018. He is a member of the Board’s Audit & Risk Committee.
He is also Chairman of Argo Global Listed Infrastructure, the Telstra Foundation and Argo’s whollyowned subsidiary, Argo Service Company Pty Ltd (ASCO). He was previously a Non-executive
Director of APA Group and Telstra Corporation.
Mr. Higgins brings strong corporate and government sector experience to the Company. He has an
extensive background in the energy sector and in the development of economic and fiscal policy,
both in Australia and internationally.
He had an acclaimed career with the Commonwealth of Australia Public Service, including roles
as Chairman of the Prime Minister’s Energy Task Force; Associate Secretary, Department of Prime
Minister and Cabinet; Secretary and Chief Executive Officer, Department of Industry, Science and
Resources; and Executive Director, Resources and Energy Group, Department of Primary Industries
and Energy. Prior to that, he held various positions in the Treasury, the Department of Finance and
the OECD in Paris.
Mr. Higgins is a former Chairman of the Global Carbon Capture and Storage Institute, CSIRO’s
Energy Transformed Flagship Advisory Committee, Snowy Hydro-Electric Scheme, CRC for Coal
in Sustainable Development and APEC Energy Working Group. He is also a former Non-executive
Director of SunRice, Australian Biodiesel Group, Leighton Holdings, Export Finance and Insurance
Corporation, CSIRO, Austrade, Australian Industry Development Corporation, Australian Sports
Commission and the Australian Tourist Commission.
The Directors (excluding Mr. Higgins) unanimously recommend that shareholders vote in favour of
Item 3.
Item 4: Election of Mr. Peter Warne BA(Actuarial Studies), FAICD
Peter Hastings Warne joined the Board of Argo Investments as an independent, Non-executive
Director on 1 November 2022, following appropriate background checks. He is Chair of the
Remuneration Committee.
Mr. Warne is an experienced Director with extensive knowledge of the financial services and
investment banking sectors. An actuary by background, his executive career included a number of
senior roles at Bankers Trust Australia, including as Head of its global Financial Markets Group.
Mr. Warne is a former Chairman of Macquarie Group and Macquarie Bank. His other previous Nonexecutive Director roles included ALE Property Group, OFX Group, New South Wales Treasury
Corporation, Crowe Horwath, Sydney Futures Exchange and ASX.
He is currently Chair of IPH and St Andrews Cathedral School Foundation, a Non-executive member
of the NSW Net Zero Emissions and Clean Economy Board, a Non-executive Director of UniSuper
and a Board member of international law firm, Allens. He is also a Consultant at Virgin Australia
Airlines and a member of ASIC’s Corporate Governance Consultative Panel.
The Directors (excluding Mr. Warne) unanimously recommend that shareholders vote in favour of
Item 4.
argoinvestments.com.au | 7
Item 5: Election of Ms. Melissa Holzberger BA, LLB, LLM(Resources Law),Dip International Nuclear Law,
GDLP, FGIA, GAICD
Melissa Kate Holzberger joined the Board as an independent Non-executive Director on 1 October
2023. She is a member of the Remuneration Committee.
Ms. Holzberger is an experienced Director and commercial, energy and resources lawyer, with over
20 years’ experience in the international energy and resources sector.
Ms. Holzberger is currently a Non-executive Director of Paladin Energy (since 2021) and Andromeda
Metals (since 2021). She is a former Non-executive Director of Silex Systems (2019-2021).
She has also served on government, public and not-for-profit boards including the Australian
Radiation Protection and Nuclear Safety Agency’s Radiation Health and Safety Advisory Council
(current), Tyre Stewardship Australia, Australian Livestock Export Corporation and Karting Australia.
Prior to her Board career she worked with BHP, Rio Tinto and in private legal practice.
Ms. Holzberger holds a Master of Laws in Resources Law (Distinction) as a Chevening scholar from
the Centre for Energy, Petroleum and Mineral Law and Policy, University of Dundee in Scotland; a
Diploma in International Nuclear Law (Hons) as an OECD Nuclear Energy Agency scholar from the
University of Montpellier in France; a Bachelor of Laws and Bachelor of Arts from the University of
Adelaide; and a Graduate Diploma in Legal Practice. She is a graduate of the University of Oxford’s
Leading Sustainable Corporations; a graduate member of the Australian Institute of Company
Directors; and a Fellow of the Governance Institute of Australia. Ms. Holzberger was awarded the SA
Telstra Young Business Woman of the Year in 2006 which recognised her leadership in the energy,
resources and business community.
The Directors (excluding Ms. Holzberger) unanimously recommend that shareholders vote in favour
of Item 5.
OTHER BUSINESS
Item 6: Approval of Dividend Substitution Share Plan (DSSP)
Purpose
The Company proposes to introduce a Dividend Substitution Share Plan (DSSP) which will be an
alternative to the existing Dividend Reinvestment Plan (DRP), offering an optional method by which
eligible shareholders of the Company may elect to receive additional Argo shares as an alternative
to receiving dividends. This initiative is a result of enquiries from some shareholders who have
expressed interest in the Company providing this alternative. We note that over a third of Argo
shareholders currently participate in the Company’s DRP and we do not anticipate that this will
change by introduction of the DSSP as an additional option.
An Information Memorandum and the DSSP’s proposed Terms and Conditions are available on the
AGM landing page at www.boardroom.com.au/agm/argoinvestments23.
Main features
• The DSSP will provide an alternative way for shareholders to receive additional Argo shares in
lieu of receiving dividends.
• Shares received under the DSSP should not be subject to Australian income tax at the time the
shares are allotted, as the shares are likely to be deemed not to be a dividend. The shares issued
under the proposed DSSP should however impact the taxable gain or loss which may arise on
a subsequent disposal of the additional and participating shares. All shareholders should seek
their own tax advice before determining whether they should participate in the DSSP.
• Shareholders with a registered address in Australia or New Zealand will be eligible to participate
in the DSSP.
• Eligible shareholders may elect to participate in the DSSP in respect of all or part of their holding
and may vary their level of participation or withdraw at any time. Applications to participate may
be lodged via the Company’s share registry at www.investorserve.com.au.
• The issue of shares under the proposed DSSP will not be subject to brokerage, commission, stamp
duty or other transaction costs. All administrative costs will be met by the Company.
• Shares issued under the proposed DSSP will rank equally in every respect with the existing issued
shares of the Company.
argoinvestments.com.au | 8
Taxation treatment
Argo has received a draft class ruling from the Australian Taxation Office (ATO) in respect of certain
tax outcomes for Australian resident shareholders who hold their DSSP shares on capital account.
The ATO has indicated that it will issue a final class ruling if consent for the DSSP is obtained from
Argo shareholders at this AGM.
The proposed DSSP provides for shareholders to elect not to receive dividends in respect of all or
some of their shares in the Company but to instead receive additional fully paid Argo shares issued
as bonus shares. The Company understands that, for Australian residents who hold their shares
on capital account, the shares issued under the DSSP should not be deemed to be a dividend for
Australian income tax purposes.
Where a shareholder forgoes a dividend which would otherwise be franked, the shareholder will not
be entitled to a ‘franking credit’ as the shareholder is not taken to have received a franked dividend.
Nor will the shareholder be entitled to LIC capital gains tax deductions.
For Australian tax purposes, where a shareholder ultimately disposes of bonus shares issued under
the DSSP, a taxable gain or loss may arise. The tax cost base of the participating shares should be
allocated across both the participating and bonus shares issued, in proportion to the market value
of those shares when calculating the gain or loss.
Argo cannot advise on the taxation implications of participating in the proposed DSSP, and specific
taxation advice should be obtained by participants.
Comparing the proposed DSSP to the existing DRP
Whereas under the existing DRP, participating shareholders receive a fully franked dividend which
is automatically reinvested into new Argo shares, under the proposed DSSP participants will not
receive a fully franked dividend but will be issued with new shares instead. This distinction creates
a tax timing difference for tax purposes.
We anticipate that the majority of eligible shareholders will prefer to continue to participate in the
Company’s DRP so that they may continue to obtain the benefit of any franking credits arising from
any franked dividends received and also, depending on their circumstances, continue to obtain the
benefit of a tax deduction relating to any LIC capital gain component associated with any dividend.
The Directors unanimously recommend that shareholders vote in favour of Item 6.
Item 7: Renewal of Proportional Takeover provisions
Effect of Clause 25
Clause 25 of the Company’s Constitution has the effect of providing that shareholders representing
a majority of shares for which votes are cast at a general meeting must approve a proportional
takeover offer for their shares in order for any such offer to be effective.
Clause 25 only applies to proportional takeovers, and has no application where an offer is made for
all of a shareholder’s shares. If a proportional takeover offer is received, the Directors are required
to convene a meeting at least fifteen days before the offer is closed to consider a resolution to
approve the proportional takeover offer. The offeror and persons associated with the offeror are
ineligible to vote.
Reasons for Proposing the Resolution to Renew Clause 25
By virtue of the Corporations Act 2001, clause 25 will cease to apply three years after it was last
renewed (which was on 26 October 2020). A resolution is accordingly proposed that clause 25 be
renewed for a further period of three years from the date when the resolution is passed, so as to
give the majority of shareholders the right to approve or disapprove any takeover offer for less than
100% of their shares.
Knowledge of Proposed Acquisitions
As at the day on which this Notice of Meeting is prepared, the Directors are not aware of any proposal
by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Advantages and Disadvantages for the Directors and Shareholders to date
Since clause 25 was first adopted, the Company has not received a proportional takeover offer. As
a result the clause has not been utilised, and as far as the Directors are aware the clause has not
therefore operated either to the advantage or disadvantage of Directors or shareholders.
argoinvestments.com.au | 9
Potential Advantages and Disadvantages for Directors and Shareholders
The renewal of clause 25 would enable the Directors to ascertain the views of shareholders in respect
of a proportional takeover offer, and ensure that all shareholders would have an opportunity to study
the offer and then attend or be duly represented at a meeting to vote on the proposal. The clause
would permit shareholders to prevent a proportional takeover offer proceeding if they believed that
control of the Company should not be permitted to pass under the proportional takeover scheme,
and the clause should ensure that the terms of any future proportional offers are structured to be
attractive to a majority of shareholders.
It may be argued that renewing clause 25 makes it more difficult for a proportional takeover
offer to proceed and that such offers could therefore be discouraged. This may in turn reduce the
opportunities which shareholders may have to sell some of their shares at an attractive price to
persons seeking control of the Company, and may reduce any “takeover speculation” element in the
Company’s share price. It may also be said that the provisions constitute an additional restriction on
the ability of individual shareholders to deal freely in their shares.
There is no specific advantage or disadvantage to the Directors, as directors, if the clause is renewed.
The Directors consider that it is in the interests of shareholders to have the right to vote on a
proportional takeover offer, and accordingly unanimously recommend that shareholders vote in
favour of Item 7.
argoinvestments.com.au | 10
All Correspondence to:
By Mail
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760
(outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 10:00am Adelaide time on Saturday 21 October 2023.
TO VOTE ONLINE
BY SMARTPHONE
STEP 1: VISIT https://www.boardroomlimited.com.au/agm/argoinvestments23
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):
Scan QR Code using smartphone
QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
STEP 3 SIGN THE FORM
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to
appoint someone other than the Chair of the Meeting as your proxy please write the full
name of that individual or body corporate. If you leave this section blank, or your named
proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need
not be a securityholder of the company. Do not write the name of the issuer company or the
registered securityholder in the space.
The form must be signed as follows:
Individual: This form is to be signed by the securityholder.
Joint Holding: where the holding is in more than one name, all the securityholders should
sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with
the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form
when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a
Company Secretary. Where the company has a Sole Director who is also the Sole Company
Secretary, this form should be signed by that person. Please indicate the office held by
signing in the appropriate place.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to
appoint a second proxy, an additional Proxy Form may be obtained by contacting the
company’s securities registry or you may copy this form.
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting
rights or the 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.
(b) return both forms together.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark 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 securities are to be voted on any item by inserting the percentage or number that
you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a
given item, your proxy may vote as he or she chooses. If you mark more than one box on
an
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