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Notice of Results 2018 AGM
30-Nov-2018

30 November 2018 Creat Resources Holdings Limited ("CRHL" or "the Company") Result of Annual General Meeting Creat Resources Hold..

Notice of AGM and Posting of Proxies
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Creat Resources Holdings Limited (ACN 089 093 943) NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT ..

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Creat Resources Holdings Limited ("CRHL" or "the Company") Notice of General Meeting and Posting of Annual Report Creat Re..

Sale Announcement Circular 23-Oct-2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action to take, you are recommended immediately to seek your own professional advice from your stockbroker, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are taking advice in the United Kingdom or, if you are taking advice in another jurisdiction, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares or Depositary Interests in Creat Resources Holdings Limited, please forward this document together with the accompanying Form of Proxy or Form of Instruction (as applicable) at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares or Depositary Interests, you should retain these documents and contact immediately the stockbroker, bank or other agent through whom the transfer or sale was effected.

The Directors, whose names appear on page 6 of this document, collectively and individually accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Creat Resources Holdings Limited

(Incorporated and registered in Australia with registered number ABN 43 089 093 943)

Proposed sale of the Company’s Mining Assets Approval of the Company’s investing policy and Notice of General Meeting

You should read the whole of this document, but your attention is drawn, in particular, to the letter to Shareholders from the Executive Chairman of the Company set out in Part I of this document. This letter explains the background to and reasons for the Sale and recommends that you vote in favour of all of the Resolutions to be proposed at the General Meeting referred to below.

Notice convening the General Meeting to be held at the offices of Watson, Farley & Williams LLP, Units 1703-1707, One Pacific Place, 88 Queensway, Hong Kong at 3 p.m. Hong Kong time (7 a.m. London time, 6 p.m. Australian Eastern Standard time) on 13 November 2012 is set out at the end of this document. A Form of Proxy for use by holders of Ordinary Shares at the General Meeting is enclosed with this document. Whether or not you intend to be present at the General Meeting, holders of Ordinary Shares should please complete and sign the Form of Proxy, in accordance with the instructions printed on it, and return it to Computershare Investor Services Pty Limited (Australia), GPO Box 242 Melbourne, Victoria 3001 Australia as soon as possible and, in any event, so as to be received not later than 3 p.m. Hong Kong time (7 a.m. London time, 6 p.m. Australian Eastern Standard time) on 11 November 2012. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, or any adjournment thereof. A Form of Instruction has been included for use by holders of Depository Interests in connection with voting at the General Meeting. To be valid, the Form of Instruction should be completed in accordance with the instructions printed on it and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, UK as soon as possible and, in any event, so as to be received not later than 3 p.m. Hong Kong time (7 a.m. London time, 6 p.m. Australian Eastern Standard time) on 8 November 2012.

FORWARD-LOOKING STATEMENTS

This document includes statements that are, or may be deemed to be, “forward-looking statements’’. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes’’, “estimates’’, “plans’’, “anticipates’’, “targets’’, “aims’’, “continues’’, “projects’’, “assumes’’, “expects’’, “intends’’, “may’’, “will’’, “would’’ or “should’’, or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

Such statements appear in a number of places throughout this document and include statements regarding the Directors’, the Company’s and the Group’s intentions, beliefs or current expectations concerning, among other things, the Group’s results or operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, the market position of the Group, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this document.

Forward-looking statements contained in this document based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. However, these forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved. Except to the extent required by law, the Company disclaims any obligation or undertaking to update any forward-looking statement contained in this document to reflect any change in the Directors’, Company’s or the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

CONTENTS

Expected Timetable of Principal Events

 

3

Definitions

 

4

Letter from the Executive Chairman of Creat Resources

 

6

Notice of General Meeting

 

11

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document

 

17 October 2012

Latest time and date for receipt of Forms of Instruction for the General Meeting

 

3 p.m. on 8 November 2012

Latest time and date for receipt of Forms of Proxy for the General Meeting

 

3 p.m. on 11 November 2012

General Meeting

 

3 p.m. on 13 November 2012

Notes:

1. All references to time in this document are to Hong Kong time, unless otherwise stated.

2. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

3. For holders of Depositary Interests

4. For holders of Ordinary Shares

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

$ orAUD

 

Australian Dollars

£ or GBP

 

British Pound Sterling

ABN

 

Australian Business Number

Act

 

Mineral Resources Development Act 1995 (Tasmania)

Agreement

 

the conditional sale and purchase agreement dated 17 October 2012 and made between 1) the Company, 2) ZZ and 3) Australian Hualong PTY Limited relating to the sale of the Mining Assets

AIM   the AIM securities market operated by the London Stock Exchange
AIM Rules   the AIM rules for companies published by the London Stock
Exchange Plc from time to time
ASIC   Australian Securities and Investment Commission
Australian Hualong
  Australian Hualong PTY Limited
Board or Directors   the directors of the Company as at the date of this document
whose names are set out on page 6 of this document
Business Day   any day other than a Saturday, Sunday or public holiday on which
banks are open in the City of London for the transaction of general
commercial business
Company or Creat Resources   Creat Resources Holdings Limited, ABN 43 089 093 943, a
company incorporated in Australia under the Corporations Act
Completion   registration by the Minister of Australian Hualong as the holder of
the Mining Assets
Computershare   Computershare Investor Services Plc
Corporations Act   the Corporations Act of 2001 of the Commonwealth of Australia,
as amended from time to time
Creat Group   Creat Group Company Limited
CREST   the electronic settlement system established under the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
which enables title to units of relevant securities to be evidenced
and transferred without a written instrument and in respect of
which Euroclear UK and Ireland Limited is the operator
Depositary   Computershare acting in its capacity as depositary pursuant to the
terms of a depositary agreement
Depositary Interest   a depositary interest issued by the Depositary each representing
one Ordinary Share in uncertificated form
Exploration Licence   Licence to explore for selected commodities in a defined area for
a specified time granted by the Minister
Form of Instruction   the form of instruction enclosed with this document for use by
holders of Depositary Interests at the General Meeting or any
adjournment thereof
Form of Proxy   the form of proxy enclosed with this document for use by the
holders of Ordinary Shares at the General Meeting or any
adjournment thereof
General Meeting   the General Meeting of the Company convened for 3 p.m.
Hong Kong time on 13 November 2012 by the Notice of
General Meeting and any adjournment thereof
Group   the Company and its subsidiaries from time to time
GST   Australian goods and services tax
London Stock Exchange   London Stock Exchange Plc
Mining Assets   the 4 exploration licenses (EL18/2003; EL20/2002; EL21/2004;
EL30/2002) and 3 retention licenses (RL1/2008, RL3/2009,
RL4/2009) held by the Group in relation to the Zeehan area in
Tasmania, Australia
Minister   The Tasmanian Government Minister responsible for administering
the Act (presently the Minister for Energy and Resources)
Notice   the notice of the General Meeting which is set out at the end of
this document
Ordinary Shares   ordinary shares of no par value in the capital of the Company
PRC Government   The Central People’s Government of The People’s Republic
of China
Resolutions   the ordinary resolutions to be proposed at the General Meeting,
details of which are set out in the Notice of General Meeting set
out at the end of this document
Retention Licence   A licence granted by the Minister under Part 3 of the Act to hold
and conduct testing, studies and activities preliminary to (but not
including) extraction in respect of a specified area for a fixed
period of time not exceeding five years, usually two years
Sale   the proposed sale by the Group of the Mining Assets pursuant to
the terms of the Agreement
Shareholders   the holders of Ordinary Shares and Depositary Interests.
“Shareholder” means any one of them
ZZ   ZZ Exploration Pty Limited, a wholly owned subsidiary of
the Company

LETTER FROM THE EXECUTIVE CHAIRMAN

CREAT RESOURCES HOLDINGS LIMITED
(Incorporated and registered in Australia with registered number ABN 43 089 093 943)

Directors: Registered office:
Mr. Derek An Loy Leung (Executive Chairman)
Mr. Tad Mackay Ballantyne (Deputy Chairman and Non-Executive Director)
Ms. Mei (“May”) Chen (Executive Director)
Mr. Morris Richard Hansen (Executive Director)
Mr. Phillip Bradley Simpson (Non-Executive Director)
262 Main Street
Zeehan
Tasmania 7469
Australia

17 October 2012

Dear Shareholder

Proposed sale of the Group’s Mining Assets
Approval of the Company’s investing policy
and
Notice of General Meeting

1. Introduction

The Company has today announced the proposed sale of all of the Group’s mining and exploration
licences around the mineral rich Zeehan area in western Tasmania, Australia for AUD$4million in cash (plus any applicable GST).

Should the Sale complete, it will result in the Group having divested of substantially all of its trading business and assets, resulting in the Company being treated as an investing company for the purposes of the AIM Rules. Accordingly it is a requirement of the AIM Rules that the Sale be approved by Shareholders at a General Meeting of the Company. The Sale is therefore conditional on, amongst other things, the passing of a resolution to approve the Sale.

The purpose of this document is to provide you with reasons for, and principal terms of, the Sale and to provide details of the Company’s proposed strategy and proposed investing policy following completion of the Sale. In addition, this document contains a notice convening a General Meeting of the Company at which Shareholders’ approval to the Resolutions necessary to implement the Sale and to approve the proposed investing policy will be sought.

The Mining Assets (together with associated plant and equipment included in the Sale) have no significant attributable value in the Group’s balance sheet. The Group will recognise a gross receipt upon completion of the Sale of AUD$4m.

Subject to completion of the Sale, the bond deposits paid by the Group to the relevant authorities in respect of the Mining Assets will be refunded to the Group. This amount is expected to be approximatelyAUD$2.6m.

2. Information on the mining assets

The Group holds three retention licences and four exploration licences situated in the mineral rich area around Zeehan in western Tasmania, Australia covering a total of 109 square kilometres. The table below summarises the status of the tenement licences:

Tenement Locality/Name Area Renewal Status Renewal Date Expiry Date
Exploration Licence EL18/2003 Zeehan (Tenth Legion) 14 sq km Current 10/02/2013 10/02/2013
Exploration Licence EL20/2002 Zeehan (Austral, Oceana, Mariposa) 68 sq km Current 31/01/13 31/01/13
Exploration Licence EL21/2004 Zeehan (Razorback) 13 sq km Current 25/06/2013 25/06/2013
Exploration Licence EL30/2002 Zeehan (Tenth Legion, Comstock, West Comstock) 8 sq km Current 31/01/13 31/01/13
Retention Licence RL1/2008 Mariposa Creek (6km SE of Zeehan) 3 sq km Current 01/02/2013 01/02/2013
Retention Licence RL3/2009 Oceana 48 hectares Current 01/02/2013 01/02/2013
Retention Licence RL4/2009 Comstock 247 hectares Current 01/02/2013 01/02/2013

All tenement licences are currently up to date and in good standing. There has been minimal exploration carried out during the current fiscal year due to funding constraints and no drilling has occurred since January 2012. Basic geologic and environmental remedial work is ongoing to meet various governmental requirements and keep the tenements in good standing. Due to recent funding constraints mentioned above and described in further detail in paragraph 3 below, the Group’s efforts have been concentrated in seeking a joint venture or sale arrangement for the tenements.

3. Background to and reasons for the sale

Creat Resources was admitted to trading on AIM on 6 March 2007 with an initial focus on zinc, lead and silver deposits in Western Tasmania, Australia. Since then, it has been the Company’s stated objective to pursue a strategy of acquisitions and other transactions that have resulted in the expansion and diversification of its mining operations both within and outside Australia, including the acquisition of a significant interest in Galaxy Resources, an Australian-based global lithium company with lithium production facilities, hard rock mines and brine assets in Australia, China, Canada and Argentina. Further information relating to Galaxy Resources can be found at www.galaxyresources.com.au.

For some time, Creat Group, as a 52.95 per cent. Shareholder, has made repeated attempts to attract additional investors and capital to the Company in order to further develop its exploration activities in relation to the Mining Assets. To date, no significant additional investment has been secured for the Group (other than loans and investment from Creat Group) and, as such, the Company remains dependant upon the financial support of Creat Group. However, due to certain constraints placed over Creat Group, particularly the foreign exchange controls of the PRC Government, the Company can no longer rely on the Creat Group as a source of funding.

In light of the challenges outlined above, the continuation of the current financial and economic uncertainty and the related adverse effect on the prices of globally traded commodities (including zinc, lead and precious metals which have experienced significant downwards pressure in the last 12 months), the Board has concluded that the Sale is in the best interest of Shareholders.

4. Principal terms and conditions of the agreement

Under the terms of the Agreement, the Company and ZZ have agreed to sell and Australian Hualong has agreed to buy, the Mining Assets (together with all plant and equipment on site).

The consideration for the Sale is AUD$4m in cash (plus any applicable GST which is to be paid by Australian Hualong). Under the terms of the Agreement, the Group received a refundable deposit of AUD$0.2m (excluding GST) on 27 July 2012 from Australian Hualong. In the event that completion of the Sale does not occur, this amount is to be repaid (without any interest or penalties) to Australian Hualong within 30 days of Australian Hualong requesting repayment.

Australian Hualong will pay a further refundable deposit of AUD$0.2m (excluding GST) within 3 business days of entering into the Agreement. The remaining balance of the consideration of AUD$3.6m (excluding GST) will be payable upon receipt by Australian Hualong of an application for transfer to Australian Hualong of the Mining Assets which is expected to occur on or before 28 November 2012 (“Exchange”). These amounts are to be held by the Group’s solicitor, until completion of the Sale, and will be refundable to Australian Hualong in the event that completion of the Sale does not occur.

The completion of the Sale is conditional upon, inter alia, the passing of an ordinary resolution at the General Meeting; all necessary regulatory, governmental or statutory approvals in relation to the acquisition of the Mining Assets by Australian Hualong being granted (including any approval required from the Foreign Investment Review Board in Australia) and registration of Australian Hualong as the holder of the Mining Assets. Indications are that these conditions will be satisfied within three months following Exchange, however Shareholders should be aware that there can be no guarantee of this. Further announcements will be made in due course to update Shareholders in respect of Exchange and Completion.

Subject to completion of the Sale, Australian Hualong will be required to lodge its own bonds in respect of the Mining Assets with the relevant authorities. The current bond deposits in respect of the Mining Assets will then be refunded to the Group. The total amount to be refunded to the Group is expected to be approximately AUD$2.6m, and is in addition to the purchase price payable by Australian Hualong in relation to the Sale.

5. Strategy of the company following the sale and investing policy

Following completion of the Sale, the Group will have no operational activities. However, Creat will continue to hold its real estate assets, being the registered office of the Company, as well as plant and equipment not related to the tenement licenses in Zeehan, Australia, through it’s subsidiary companies. It is envisaged that these assets will be leased, either to Australian Hualong and/or other interested mineral exploration firms operating in the area.

The Company’s sole investment following the Sale will be its 7.52 per cent. strategic investment in Galaxy Resources. The Company will therefore be classified as an investing company in accordance with Rule 15 of the AIM Rules following completion of the Sale. The Group will retain cash balances of approximately AUS$3.7m after paying certain expenses relating to the Sale. In addition, the Company is expected to receive a refund of AUD$2.6m from the relevant authorities which to date has been held as a bond deposit in relation to the Mining Assets for the purposes of any necessary environmental re-mediation.

The Group’s accounts for the year ended 30 June 2012 are being audited and will be published soon, however, the negative equity position of the Group has further deteriorated since the last reporting period. Therefore, part of the proceeds of the Sale will be applied to the payment of debts as they fall due and to working capital. In parallel with the above, in order to maximise returns to Shareholders and in compliance with the AIM Rules, the Company will look into new investment opportunities. Therefore, it is intended that part of the proceeds of the Sale will be applied to new investment opportunities. The Board has been informed by Creat Group, as the major creditor and major shareholder of the Company, that, subject to relevant regulatory approval, Creat Group will continue to support the Company in further investments which are considered to have good potential.

Investing Policy

As stated above, the Directors intend to seek to identify appropriate investment opportunities using part of the proceeds of the Sale. Global demand for lower end resources is expected to remain sluggish due to the global economic environment and in combination with tighter environmental regulations, this has resulted in increased mining costs. Accordingly, the Directors consider that only resources or commodities with higher commercial value are likely to result in commercially viable investment opportunities. As such, the Directors’ main investment criteria are as follows:

The Directors will consider investment opportunities in both high risk early stage assets and companies as well as lower risk investments in more mature assets and companies, seeking a higher expected rate of return where the risk is expected to be higher.

The Directors will consider investments that will result in either minority or majority holdings in private or publicly listed companies.

These criteria are not intended to be exhaustive. However the Company may make an investment which does not fulfil all the investment criteria if the Directors believe that it is in the interests of Shareholders as a whole to proceed with such an investment. An investment constituting a reverse takeover under the AIM Rules will be conditional on the approval of Shareholders in a general meeting and will require the publication of an admission document.

As a result of the proposed Sale and in accordance with Rule 15 of the AIM Rules, the investing policy must be approved by Shareholders in general meeting and the Company must implement the investing policy within 12 months of its approval, otherwise trading in the Ordinary Shares on AIM will be suspended in accordance with Rule 40 of the AIM Rules. If following suspension of trading in the Ordinary Shares in accordance with Rule 40 of the AIM Rules, the Ordinary Shares have not been re-admitted to trading within six months, the admission of the Ordinary Shares to trading on AIM will be cancelled.

6. General meeting

The Sale is conditional on the approval of the Shareholders at the General Meeting. You will find at the end of this document a Notice convening the General Meeting to be held at the offices of Watson, Farley & Williams LLP, Units 1703-1707, One Pacific Place, 88 Queensway, Hong Kong at 3 p.m. Hong Kong time (7 a.m. London time) on 13 November 2012. At the General Meeting the Resolutions will be proposed as ordinary resolutions to approve the Sale and the Investing Policy. The Resolutions will require passing by a simple majority of Shareholders.

7. Action to be taken

Holders of Ordinary Shares

You will find enclosed with this document a Form of Proxy for use at the General Meeting or at any adjournment thereof. Whether or not you propose to attend the General Meeting in person, it is important that you complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to Computershare Investor Services Pty Limited (Australia), GPO Box 242 Melbourne, Victoria 3001 Australia as soon as possible and, in any event, so as to be received not later than 3 p.m. on 11 November 2012. The Form of Proxy can also be sent by fax to 1800 783 447 (from within Australia) or +61 3 9473 2555 (from outside Australia). The completion and return of a Form of Proxy will not preclude you from attending the General Meeting in person and voting in person, if you so wish.

Holders of Depositary Interests

Holders of Depositary Interests will receive a Form of Instruction instead of a Proxy Form for use at the General Meeting or at any adjournment thereof. The Form of Instruction allows the Depositary Interest holder to direct the Custodian of the Depositary Interest, Computershare, to vote on their behalf at the General Meeting. It is important that you complete and sign the enclosed Form of Instruction in accordance with the instructions printed thereon and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, UK as soon as possible and, in any event, so as to be received not later than 3 p.m. on 8 November 2012. Alternatively you may vote by completing and transmitting a CREST Proxy Instruction as described in note 13 of the Notice of Meeting below, so that it is received not later than 3 p.m. on 8 November 2012.

8. Documents available

Copies of this document will be available to the public, free of charge, at the Company’s registered office and at the offices of Daniel Stewart and Company at Becket House, 36 Old Jewry, London, EC2R 8DD during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for one month from the date of this document. This document is also available on the Company’s website, www.creatresources.com.

9. Recommendation

The Board considers that the Sale is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions set out in the Notice of General Meeting.

Yours faithfully

Derek An Loy Leung
Executive Chairman
Creat Resources Holdings Limited

NOTICE OF GENERAL MEETING

CREAT RESOURCES HOLDINGS LIMITED
(Incorporated and registered in Australia with registered number ABN 43 089 093 943)

(the “Company”)

NOTICE IS HEREBY GIVEN that a General Meeting (the General Meeting) of the Company will be held at , the offices of Watson, Farley & Williams LLP, Units 1703-1707, One Pacific Place, 88 Queensway, Hong Kong at 3 p.m. Hong Kong time (7 a.m. London time, 6pm Australian Eastern Standard Time) on 13 November 2012 to consider and, if thought fit, to pass the following ordinary resolutions:

ORDINARY RESOLUTION

Registered office: by order of the Board
262 Main Street
Zeehan
Tasmania 7469
Australia
Morris R. Hansen
Company Secretary

Date: 17 October 2012

Notes:

  1. As a member of the Company, holders of Ordinary Shares are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. Holders of Depositary Interests are only entitled to appoint Computershare as a proxy.
  2. The return of a completed proxy form by holders of Ordinary Shares, does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
  3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box on your proxy form. If you sign and return your proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
  4. Holders of Ordinary Shares may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the event of a conflict between a blank proxy form and a proxy form which states the number of shares to which it applies, the specific proxy form shall be counted first, regardless of whether it was sent or received before or after the blank proxy form, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank proxy form. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you should contact Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Victoria, 3001 Australia, telephone number 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia.)
  5. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an ‘X’. To abstain from voting on a resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
  6. To be valid any proxy form or other instrument appointing a proxy must be:
    • completed and signed;
    • sent or delivered to Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Victoria, 3001 Australia or faxed to 1800 783 447 (from within Australia) or +61 3 9473 2555 (from outside Australia); and
    • received by Computershare no later than 3 p.m. on 11 November 2012.
  7. In the case of a holder of Ordinary Shares which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the Company or an attorney for the Company.
  8. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form.
  9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  10. You may not use any electronic address provided in your proxy form to communicate with the Company for any purposes other than those expressly stated.
  11. Total Voting Rights: As at 17 October 2012 the issued share capital of the Company consists of 69,408,416 Ordinary Shares of no par value, carrying one vote each. Therefore, the total number of voting rights of the Company as at 17 October 2012 is 69,408,416.
  12. If you hold Depositary Interests in CREST, to be valid any Form of Instruction must be:
    • completed and signed;
    • sent or delivered to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, UK; and
    • received by Computershare no later than 3 p.m. on 8 November 2012.
  13. Alternatively, CREST members who wish to vote through the CREST electronic proxy appointment service may do so for the General Meeting to be held at 3 p.m. (Hong Kong time) on 13 November 2012 and any adjournment(s) thereof by using the procedures described in the CREST Manual available via www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf.

    In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (formerly CRESTCo’s) (Euroclear) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Computershare (CREST Participant ID: 3RA50), not later than 3 p.m. on 11 November 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

    CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

    The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

  14. Only those members entered on the register of members of the Company at 3 p.m. Hong Kong time (7 a.m London time, 6 p.m. Australian Eastern Standard time) on 11 November 2012 (or, in the event that this meeting is adjourned, in the register of members 48 hours in terms of business days before the time of any adjourned general meeting), shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members after 3 p.m. Hong Kong time (7 a.m. London time, 6 p.m. Australian Eastern Standard time) on 11 November 2012 (or, in the event that this meeting is adjourned, in the register of members two business days before the time of any adjourned general meeting), shall be disregarded in determining the rights of any person to attend or vote at the general meeting.

    For the avoidance of doubt, a business day is a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business.

  15. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.