Announcement PDF EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM Date of Meeting 27 November 2015 Time of Meeting 12:00 pm Place of Meeting 10 Walker Avenue WEST PERTH WA 6005 This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. The 2015 Annual Report may be viewed on the Company’s website at www.emunl.com.au EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2015 annual general meeting of Emu NL (Company) will be held at 10 Walker Avenue, West Perth, Western Australia on 27 November 2015 at 12:00 pm (WST) (Meeting) for the purpose of transacting the following business, in each case, as more particularly described in the Explanatory Statement accompanying this Notice. The Explanatory Statement to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Statement and the Proxy Form are part of this Notice. Capitalised terms and abbreviations used in this Notice and Explanatory Statement will, unless the context requires, have the same meaning as given to them in the Glossary. 2015 Financial statements and reports To receive the Financial Report, together with the Directors’ Report and the Auditor's Report, for the financial year ended 30 June 2015. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution: "That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2015 Annual Report be and is hereby 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) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 2 – Re-election of Mr Gavin Rutherford as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purpose of article 73.1 of the Constitution and for all other purposes, Mr Gavin Rutherford retires by rotation as a Director and, being eligible, having offered himself for re-election, be re-elected a Director of the Company.” Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” Voting exclusion statement: For the purposes of Listing Rule 7.3A, the Company will disregard any votes cast on this Resolution by any person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their Associates, unless it is cast: (a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or (b) by a 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). EMU NL Notice of Annual General Meeting 27 November 2015 OTHER BUSINESS To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act. PROXIES A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that:  a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;  a proxy need not be a member of the Company; and  a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying Proxy Form and return it in accordance with its instructions prior to 12:00 pm (WST) on 25 November 2015 by: 1. post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953; or 2. facsimile to Security Transfer Registrars Pty Limited at (08) 9315 2233 (International: +61 8 9315 2233). If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. ENTITLEMENT TO VOTE For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00 pm (WST) on 26 November 2015 will be entitled to attend and vote at the AGM. CORPORATIONS A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting. REVOCATION OF PROXIES A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law. VOTING OF PROXIES The Proxy Form accompanying this Notice confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice and any other matters that may properly come before the Meeting. At the time of printing this Notice, management knows of no such amendment, variation or other matter. Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of proxy form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy). By order of the Board. Dennis Wilkins Company Secretary Date: 22 October 2015 -3- EMU NL Notice of Annual General Meeting 27 November 2015 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's 2015 annual general meeting. The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice. This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms in this Explanatory Statement are defined in the Glossary. Financial statements and reports In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report, for the financial year ended 30 June 2015. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered a reasonable opportunity to: (a) discuss the Annual Report which is available online from the Company’s website www.emunl.com.au ; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Company’s auditor if the question is relevant to: (a) the content of the Auditor’s Report; or (b) the conduct of the audit of the Annual Report to be considered at the AGM, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office (+61 8 9389 2111 or dw@dwcorporate.com.au). Resolution 1 – Adoption of Remuneration Report 1.1 General In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the Key Management Personnel. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.emunl.com.au. In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive AGMs. Where a resolution on the Remuneration Report receives a Strike at two consecutive AGMs, the Company will be required to put to Shareholders at the second AGM a resolution (Spill Resolution) on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2014 AGM. Accordingly, a Spill Resolution is not relevant for this AGM. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2016 AGM, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report. -4- EMU NL Notice of Annual General Meeting 27 November 2015 1.2 Voting on the Remuneration Report In accordance with the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies how the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair intends to exercise all available proxies in favour of Resolution 1. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention (being to vote in favour of Resolution 1), even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Resolution 2 – Re-election of Mr Gavin Rutherford as a Director 2.1 Introduction Mr Gavin Rutherford was appointed as a Director on 6 December 2012. In accordance with Listing Rule 14.4, no director of a company may hold office (without re-election) past the third AGM following the director’s appointment or three years, whichever period is longer. The Company’s Constitution also requires that one third of the Company’s Directors must retire at each AGM. These requirements for a Director to retire do not apply to a managing director. Accordingly, Mr Rutherford will retire by rotation at this Meeting and, being eligible, offers himself for re-election. Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. 2.2 Director’s Biography Mr Rutherford has a background in agribusiness where he held for many years both national and international sales and management positions in international organisations before he successfully migrated into the mining services sector in 1996. Mr Rutherford is currently part owner and the Managing Director of GFR, a private mine-site construction and contracting company that deals principally with blue chip customers in the uranium and iron ore sectors. 2.3 Directors’ Recommendation All the Directors, except Mr Rutherford, who has an interest in this Resolution, recommend that Shareholders vote in favour of Resolution 2. The Chairman intends to exercise all undirected proxies in favour of Resolution 2. Resolution 3 – Approval of 10% Placement Facility 3.1 General Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the AGM (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities that may be issued under the 10% -5- EMU NL Notice of Annual General Meeting 27 November 2015 Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) below). The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution. 3.2 Description of Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM. (b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue three classes of Equity Securities, being listed Shares, and one class of unlisted Options and one class of Contributing Shares. (c) Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12 month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E A (d) is the number of shares on issue 12 months before the date of issue or agreement: (i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2; (ii) plus the number of partly paid shares that became fully paid in the 12 months; (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval; (iv) less the number of fully paid shares cancelled in the 12 months. D is 10%; E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4. Listing Rule 7.1 and Listing Rule 7.1A The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has on issue 39,693,856 Shares. Assuming Resolution 3 is passed, the Company has capacity to issue: (i) 5,954,078 Equity Securities under Listing Rule 7.1; and (ii) 3,969,385 Equity Securities under Listing Rule 7.1A. The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) above). (e) Minimum Issue Price The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. -6- EMU NL Notice of Annual General Meeting 27 November 2015 (f) 10% Placement Period Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of: (i) the date that is 12 months after the date of the AGM at which the approval is obtained; or (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (10% Placement Period). 3.3 Listing Rule 7.1A The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1. 3.4 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows: (a) (b) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that: (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities. The table below shows the potential dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice. The table shows: (i) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and (ii) two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price. -7- EMU NL Notice of Annual General Meeting 27 November 2015 Dilution Variable “A” in Listing Rule 7.1A.2 Current Variable A 39,693,856 Shares $0.0095 $0.019 $0.038 50% decrease in Issue Price Issue Price 100% increase in Issue Price 10% voting dilution 3,969,385 Shares Funds raised 50% increase in current Variable A 10% voting dilution 59,540,784 Shares Funds raised 100% increase in current Variable A 10% voting dilution 79,387,712 Shares Funds raised $37,709 $75,418 $150,837 5,954,078 Shares $56,564 $113,127 $226,255 7,938,771 Shares $75,418 $150,837 $301,673 The table has been prepared on the following assumptions: (i) The Company issues, in a single allotment, the maximum number of Equity Securities available under the 10% Placement Facility. (ii) No Convertible Securities (including any Convertible Securities issued under the 10% Placement Facility) are converted into Shares before the date of the issue of the Equity Securities. (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the date of the Meeting. (v) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. (vi) The use of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Convertible Securities, it is assumed that those Convertible Securities are converted into Shares for the purpose of calculating the voting dilution effect on existing Shareholders (vii) The issue price is $0.019, being the closing price of Shares on the ASX on 19 October 2015. (c) The Company will only issue and allot Equity Securities under the 10% Placement Facility (if approved) during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking). (d) The Company may seek to issue the Equity Securities for the following purposes: (e) (i) for cash consideration, in which case the Company may use the funds raised towards making (or to securing the right to make) one or more acquisitions and/or to further its existing projects, and/or general working capital; so that the Company has the necessary working capital and flexibility to consider, and if thought fit, to put it in a stronger position to make (or to secure the right to make) one or more acquisitions and/or to further its existing projects; or (ii) non-cash consideration for the acquisition of (or securing the right to make acquisitions of) new projects and investments or to further its existing projects. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3. The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities. -8- EMU NL Notice of Annual General Meeting 27 November 2015 (f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following: (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate; (ii) the effect of the issue of the Equity Securities on the control of the Company; (iii) the financial situation and solvency of the Company; and (iv) advice from corporate, financial and broking advisers (if applicable). (g) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company. (h) The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A at its annual general meeting held on 28 November 2014. The Company has not issued any equity securities in the 12 months preceding the date of this Notice. (i) A voting exclusion statement is included in the Notice. (j) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. Therefore, no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice. 3.5 Directors’ Recommendation The Directors unanimously recommend that Shareholders vote in favour of Resolution 3. Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). The Chairman intends to exercise all undirected proxies in favour of Resolution 3. . -9- EMU NL Notice of Annual General Meeting 27 November 2015 GLOSSARY In this Explanatory Statement and the Notice, the following terms have the following meanings unless the context otherwise requires: 10% Placement Facility 10% Placement Period AGM Annual Report Associate ASX Auditor’s Report Board Chair Closely Related Party Company Constitution Contributing Share Convertible Security Corporations Act Director Director’s Report Equity Securities Explanatory Statement Financial Report Key Management Personnel Listing Rules Meeting Notice Option Proxy Form Remuneration Report Resolution Share Shareholder Trading Day WST has the meaning given in Section 3.1 of the Explanatory Statement. has the meaning given in Section 3.2(f) of the Explanatory Statement. means an annual general meeting. means the Directors’ Report, the Financial Report and Auditor’s report in respect of the financial year ended 30 June 2015. has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act. means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd. means the auditor’s report on the Financial Report. means the board of Directors. means Mr Peter Thomas. of a member of the Key Management Personnel means:  a spouse or child of the member;  a child of the member’s spouse;  a dependent of the member or the member’s spouse;  anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;  a company the member controls; or  a person prescribed by the Corporations Regul