Notice of Annual General Meeting

 
TIDMFND 
 
Dear Shareholder, 
 
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FINDERS RESOURCES LIMITED 
ABN 82 108 547 413 ("COMPANY") 
 
Notice is hereby given that an Annual General Meeting (AGM) of Shareholders is 
to be held as follows: 
 
Venue:         Royal Automobile Club, Level 4, ISC Room, 89 Macquarie Street, 
Sydney NSW 
Time:            11.00 am 
Date:            Thursday 27 May 2010 
 
Although the previous AGM was held only a few months ago in November 2009, the 
Company is required to hold another AGM at this time due to its recent change in 
its financial year end from 30 June to 31 December. 
 
Please find enclosed the following documents in relation to the AGM: 
 
                                                                            Page 
 
1 ORDINARY BUSINESS AGENDA                                                     2 
 
  Financial Report                                                             2 
 
  Resolution 1: Adoption of Remuneration Report                                2 
 
  Resolution 2: Re-election of Russell Fountain                                2 
 
  Resolution 3: Re-election of Stephen de Belle                                3 
 
2 SPECIAL BUSINESS AGENDA                                                      3 
 
  Resolution 4: Alteration of the Constitution to include Proportional 
  Takeover Provisions                                                          3 
 
3 OTHER MATTERS                                                                5 
 
4 ANNEXURE A                                                                   7 
 
5 APPOINTMENT OF PROXY FORM                                                    9 
 
6 APPOINTMENT OF CORPORATE REPRESENTATIVE                                     11 
 
 
 
 
We look forward to seeing you at the meeting and receiving your vote in support 
of the resolutions. 
 
If you are not able to attend the AGM in person, you are urged to complete and 
lodge the enclosed Proxy or appointment of Corporate Representative form, if a 
company. 
 
Ian Morgan 
Company Secretary 
 
22 April 2010 
 
NOTICE IS GIVEN that an Annual General Meeting of the Company will be held on 
Thursday 27 May 2010  at 11.00 am at Royal Automobile Club, Level 4, ISC Room, 
89 Macquarie Street, Sydney NSW  2000, to consider, and if thought fit, pass the 
resolutions below. 
 
The Proxy Form accompanying this Notice is incorporated in and comprises part of 
this Notice. 
 
Explanatory notes, appearing under each item of business below, have been 
prepared to provide you with material information reasonably required to enable 
you to make an informed decision on how to vote upon the business to be 
conducted at the Annual General Meeting (AGM). 
 
The purpose of the AGM is to consider and if thought fit, pass the Resolutions. 
 
The Directors recommend that Shareholders read this Notice of Meeting of 
Shareholders, before determining whether to support the Resolutions or 
otherwise. 
 
1.              ORDINARY BUSINESS AGENDA 
 
 
Financial Report 
 
 
To receive and consider the Financial Report of the Company. 
 
There is no requirement for Shareholders to approve the Financial Report. A copy 
of this Financial Report may be downloaded from the Company's web-site address 
at http:www.findersresources.com/articlecategory/Annual-Reports. 
 
Resolution 1: Adoption of Remuneration Report 
 
 
Resolution 1 is proposed for the adoption of the Remuneration Report of the 
Company for the financial half-year ended 31 December 2009, which is set out in 
the Directors' Report contained in the Financial Report. 
 
Resolution 1 is to consider and, if thought fit, to pass the following non 
binding Resolution: 
 
"That the Remuneration Report for the half-year ended 31 December 2009 included 
in the Directors' Report, which forms part of the Financial Report, be adopted 
by the Company." 
 
Note: In accordance with the Corporations Act, the votes cast in respect of this 
Resolution are advisory only and do not bind the Company. 
 
The Chairman of the meeting intends to vote undirected proxies in favour of 
Resolution 1. 
 
Resolution 2: Re-election of Russell Fountain 
 
 
Resolution 2 relates to the re-election of Russell Fountain as a Director. Under 
the Constitution, one third of the Directors, excluding the Managing Director, 
must resign and, if eligible, may be re-elected. 
 
Russell Fountain resigns as Director in accordance with the Constitution and, 
being eligible, offers himself for re-election. 
 
 
Dr Fountain's qualifications are: 
 
                       (i)                   BSc (University of Sydney), PhD 
(University of Sydney), FAIG ; and 
                      (ii)                   Dr Fountain has over 40 years of 
successful international experience in all aspects of mineral exploration, 
project feasibility and development of mining projects. Dr Fountain is also a 
director of Geopacific Resources NL. 
 
Resolution 2 is to consider and, if thought fit, with or without amendment, to 
pass the following ordinary Resolution: 
 
"That Russell Fountain, who resigns from office as a Director in accordance with 
the Constitution and, being eligible, having offered himself for re-election, be 
re-elected as a Director." 
 
The Chairman of the meeting intends to vote undirected proxies in favour of 
Resolution 2. 
 
Resolution 3: Re-election of Stephen de Belle 
 
 
Resolution 3 relates to the re-election of Stephen de Belle as a Director. Under 
the Constitution, one third of the Directors, excluding the Managing Director, 
must resign and, if eligible, may be re-elected. 
 
Stephen de Belle resigns as Director in accordance with the Constitution and, 
being eligible, offers himself for re-election. 
 
Mr de Belle's qualifications are: 
 
                       (i)                   BA (Macquarie University), MSc 
(London University), MTCP (University of Sydney); and 
                      (ii)                   Mr de Belle has been closely 
involved with the start-up and operation of iron ore, coal, base metals, gold 
and petroleum projects and companies, and has particular expertise in the 
development and financing of projects in the resources and infrastructure 
sectors both in Australia and overseas.  He is currently managing director of a 
geothermal and power technology company. Mr de Belle is also a director of 
Mantle Mining Corporation Limited. 
 
Resolution 3 is to consider and, if thought fit, with or without amendment, to 
pass the following ordinary Resolution: 
 
"That Stephen de Belle, who resigns from office as a Director in accordance with 
the Constitution and, being eligible, having offered himself for re-election, be 
re-elected as a Director." 
 
The Chairman of the meeting intends to vote undirected proxies in favour of 
Resolution 3. 
 
2.              SPECIAL BUSINESS AGENDA 
 
 
Resolution 4: Alteration of the Constitution to include Proportional Takeover 
Provisions 
 
 
The Corporations Act permits a company's constitution to include a prohibition 
on the registration of a transfer of shares resulting from a proportional 
takeover offer which has not been approved by a resolution passed at a general 
meeting of shareholders or by postal ballot. A proportional takeover offer is an 
offer for a specified proportion of securities in a class. Under section 648G of 
the Corporations Act, such a prohibition may have a term of 3 years. It may be 
renewed by special resolution of shareholders. 
 
Such a provision was previously in the Company's constitution but has expired. 
 
The Directors consider that it is in the interests of Shareholders to include a 
proportional takeover approval provision as contained in proposed Rule 163 of 
the Constitution. 
 
Effect of Proportional Takeover Approval Provisions 
Proposed Rule 163 of the Constitution provides that, if a proportional takeover 
offer is received, the registration of a transfer resulting from acceptance of 
an offer made under the proportional takeover offer is prohibited unless a 
resolution is passed by Shareholders approving the proportional offer. Rule 163 
provides that for an approval resolution to be passed, the proportion that the 
number of votes in favour of the resolution bears to the total number of votes 
on the resolution must be greater than one-half. The bidder under the takeover 
offer and its associates are not entitled to vote on the resolution. 
 
Under section 648E of the Corporations Act, the Directors must ensure that the 
approval resolution is voted on at least 14 days before the close of the 
proportional offer. If that resolution is not voted on by that time, then a 
resolution approving the offer is taken to have been passed under section 
648E(3) of the Corporations Act. The Directors will also be guilty of an offence 
under the Corporations Act in that event. If the resolution is voted on but not 
passed by the required vote, then the registration of any transfer of shares 
resulting from the proportional offer will be prohibited and the offer is taken 
to be withdrawn under section 648F of the Corporations Act. If the resolution is 
passed, the relevant transfers of shares will be registered, provided they 
comply with the other provisions of the Constitution. 
 
If Rule 163 is approved by Shareholders, then it will cease to apply after 3 
years unless renewed by a special resolution of Shareholders. 
 
Reasons for Resolution 
The Directors consider that Shareholders should have the opportunity to vote on 
a proposed proportional takeover offer. A proportional takeover offer for the 
Company may enable control of the Company to be acquired by a party holding less 
than a majority interest and without shareholders having the opportunity to 
dispose of all their shares, with the attendant risk of shareholders being left 
as part of a minority interest. Adoption of Rule 163 will prevent this situation 
from arising without Shareholder approval. 
 
Present Acquisition Proposals 
As at the date of this Notice, no Director is aware of any proposal by any 
person to acquire, or to increase the extent of, a substantial interest in the 
Company. 
 
Advantages and Disadvantages 
Directors consider that there are no advantages or disadvantages for the 
Directors in the adoption of Rule 163, as they still have the ability to make a 
recommendation on whether a proportional takeover offer should be rejected or 
accepted. The adoption of Rule 163 will enable Shareholders to decide whether to 
accept proportional offers which may result in a change in control in the 
Company and will ensure that all Shareholders will have an opportunity to study 
a proportional takeover offer before voting on the proposal. It may be argued 
that adoption of Rule 163 will reduce the possibility of a successful 
proportional takeover bid and that as a result proportional offers for the 
Company will be discouraged. This in turn may reduce the opportunities which 
Shareholders may have to sell some of their Shares at an attractive price which 
includes a premium for control. It may also be said that the adoption of Rule 
163 imposes a restriction on the ability of individual Shareholders to freely 
deal in their shares. 
Directors consider that the adoption of Rule 163 is in the interests of 
Shareholders, and recommend Shareholders vote in favour of this special 
resolution. 
 
Resolution 4 is to consider and, if thought fit, with or without amendment, to 
pass the following special Resolution: 
 
"That the Constitution be amended by inserting therein the proportional takeover 
approval provisions contained in proposed Rule 163 of the Company's Constitution 
set out in Annexure A to the Notice." 
 
The Chairman of the meeting intends to vote undirected proxies in favour of 
Resolution 4. 
 
3.              OTHER MATTERS 
 
 
Voting Rights and Proxies 
 
(i)              A member entitled to attend and vote at the meeting has a right 
to appoint a proxy. 
(ii)            This appointment may specify the proportion or number of votes 
that the proxy may exercise. 
(iii)           The proxy need not be a member of the Company. 
(iv)           A member who is entitled to cast two or more votes may appoint 
two proxies and may specify the proportion or number of votes that each proxy is 
appointed to exercise. If the member appoints two proxies and the appointment 
does not specify the proportion or number of the member's votes that each proxy 
may exercise, each proxy may exercise half of the votes. 
(v)            Proxies may be lodged by : 
 ·                posting to Finders Resources Limited, Suite 51, Level 3 330 
Wattle St Ultimo NSW 2007; or 
 ·                facsimile to Finders Resources Limited on facsimile number +61 
2 9212 0200, so that it is received not later than 11.00 am Wednesday 26 May 
2010, Sydney time. 
(vi)           All United Kingdom holders of the Company's depositary interests 
will receive a Form of Instruction for use at the Annual General Meeting instead 
of a Proxy Form. 
(vii)         To be valid, the Form of Instruction, duly signed and executed, 
together with a power of attorney (if any) or other authority under which it is 
signed (if any) must be deposited at the offices of the Custodian, Computershare 
Investor Services PLC, PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 
7NH not later than 5.00pm Thursday 20 May 2010, BST. 
 
Voting and required majority 
 
For the purpose of determining a person's entitlement to vote at the Annual 
General Meeting, a person will be recognised as a member of the Company and the 
holder of Shares if that person is registered as a holder of those Shares at 
5.00 pm Sydney time on Tuesday 25 May 2010, being the second Business Day prior 
to the date of the Annual General Meeting. 
 
In accordance with the Corporations Act for the resolutions to be effective: 
 
(i)              the resolutions must be passed at a General Meeting of which 
not less than 28 days written notice specifying the intention to propose the 
resolutions has been given (satisfied by this Notice); 
(ii)            in the case of ordinary resolutions must be passed by more than 
50% of all the votes cast by Shareholders present and entitled to vote on the 
resolutions (whether in person or by proxy, attorney or representative); and 
(iii)              in the case of special resolutions must be passed by not less 
than 75% of all the votes cast by Shareholders present and entitled to vote on 
the resolutions (whether in person or by proxy, attorney or representative). 
 
On a show of hands every Shareholder has one vote, and on a poll, every 
Shareholder has one vote for each fully paid Share. 
 
Definitions 
 
For the purposes of this Notice of Annual General Meeting the following 
definitions apply unless the context requires otherwise. 
 
AGM or Annual General Meeting means the annual general meeting to be held at 
11.00 am on Thursday 27 May 2010 and notified to the Company's Shareholders by 
the Notice. 
Board or Board of Directors means the board of Directors of the Company. 
BST means British Summer Time. 
Company means Finders Resources Limited (ABN 82 108 547 413). 
Constitution means the constitution of the Company, as amended from time to 
time. 
Corporations Act means the Corporations Act 2001 (Clth). 
Directors mean the directors of the Company from time to time and Director has a 
corresponding meaning. 
Directors' Report means the Company's directors' report for the financial 
half-year ended 31 December 2009 prepared in accordance with the Corporations 
Act and which forms part of the Financial Report. 
Financial Report means the Company's audited annual financial statements and 
associated reports for the financial half-year ended 31 December 2009 prepared 
in accordance with the Corporations Act. 
Notice means this notice and incorporating the proxy form. 
Resolutions means the resolutions proposed in the Notice. 
Share means a fully paid ordinary share in the issued capital of the Company and 
Shares has a corresponding meaning. 
Shareholder means shareholder of the Company and Shareholders has a 
corresponding meaning. 
 
Interpretation 
 
For the purposes of interpreting the Notice: 
 
(i)              the singular includes the plural and vice versa; 
(ii)            words importing any gender include both genders; 
(iii)           reference to any statute, ordinance, regulation, rule or other 
law includes all regulations and other instruments and all consolidations, 
amendments, re-enactments or replacements for the time being in force; and 
(iv)           all headings, bold typing and italics (if any) have been inserted 
for convenience of reference only and do not define limit or affect the meaning 
or interpretation of the Notice. 
 
By order of the Board of Directors 
 
 
 
Ian Morgan 
Company Secretary 
22 April 2010 
 
 
4.              ANNEXURE A 
 
 
Proposed Rule 163 to be inserted into the Company's Constitution 
PARTIAL TAKEOVERS 
Rule 163 Partial Takeovers 
 
163.1 In this rule 163: 
 
(1)            "proportional takeover scheme" means a proportional takeover bid 
as defined in section 9 of the Act and regulated by section 648D of the Act; 
(2)            "relevant day" in relation to a takeover scheme means the day 
that is the 14th day before the end of the period during which the offers under 
the takeover scheme remain open; and 
(3)            a reference to "a person associated with" another person has the 
meaning given to that expression by Division 2 of Part 1.2 of the Act. 
 
163.2 Where offers have been made under a proportional takeover scheme in 
respect of shares included in a class of shares in the Company: 
 
(1)            other than where a transfer is effected in accordance with the 
takeover provisions (if any) under the ASTC Settlement Rules, the registration 
of a transfer giving effect to a contract resulting from the acceptance of an 
offer made under the takeover scheme is prohibited unless and until a resolution 
(in this rule 163.2 referred to as an "approving resolution") to approve the 
takeover scheme is passed in accordance with this rule 163; 
(2)            a person (other than the offeror or a person associated with the 
offeror) who, as at the end of the day on which the first offer under the 
takeover scheme was made, held shares in that class is entitled to vote on an 
approving resolution and, for the purpose of so voting, is entitled to 1 vote 
for each of the shares; 
(3)            an approving resolution must be voted on at a meeting, convened 
and conducted by the Company, of the persons entitled to vote on the resolution; 
and 
(4)            an approving resolution that has been voted on, is taken to have 
been passed if the proportion that the number of votes in favour of the 
resolution bears to the total number of votes on the resolution is greater than 
1/2, and otherwise is taken to have been rejected. 
 
163.3 The provisions of these rules that apply in relation to a general meeting 
of the Company apply with any modifications the circumstances require, in 
relation to a meeting that is convened pursuant to this rule 163 as if the last 
mentioned meeting were a general meeting of the Company. 
 
163.4 Where takeover offers have been made under a proportional takeover scheme 
then the directors must ensure that a resolution to approve the takeover scheme 
is voted on in accordance with this rule 163 before the relevant day in relation 
to the takeover scheme. 
 
163.5 Where a resolution to approve a takeover scheme is voted on in accordance 
with this rule 163, the Company must, on or before the relevant day in relation 
to the takeover scheme: 
 
(1)                      give to the offeror; and 
(2)                      serve on each notifiable securities exchange in 
relation to the Company; 
 
a notice in writing stating that a resolution to approve the takeover scheme has 
been voted on and that the resolution has been passed, or has been rejected, as 
the case requires. 
 
163.6 Where, at the end of the day before the relevant day in relation to a 
proportional takeover scheme under which offers have been made, no resolution to 
approve the takeover scheme has been voted on in accordance with this rule 163, 
a resolution to approve the takeover scheme must, for the purposes of this rule 
163, be treated as having been passed in accordance with this rule 163. 
 
163.7 Where a resolution to approve a proportional takeover scheme is voted on 
in accordance with this rule 163 before the relevant day in relation to the 
takeover scheme and is rejected, then: 
 
(1)            despite section 652A of the Act, all offers under the takeover 
scheme that have not, as at the end of the relevant day, been accepted, and all 
offers under the takeover scheme that have been accepted and from whose 
acceptance binding contracts have not, at the end of the relevant day, resulted, 
must be treated as withdrawn at the end of the relevant day; and 
(2)            a person who has accepted an offer made under the takeover scheme 
is entitled to rescind the contract (if any) resulting from that acceptance. 
 
163.8 Nothing in this rule 163 authorises the Company to interfere with any 
takeover transfer procedures contained in the ASTC Settlement Rules. 
 
163.9 This rule 163 ceases to have effect on the 3rd anniversary of the date of 
its adoption or of its most recent renewal. 
 
 
5.              APPOINTMENT OF PROXY FORM 
 
 
If appointing a Proxy, to attend the Annual General Meeting on your behalf, 
please complete and lodge this Proxy form in accordance with the instructions 
following. 
 
 
I/We _____________________________________________________________________ 
 
being a shareholder/shareholders of Finders Resources Limited pursuant to my/our 
right to appoint not more than two proxies, appoint 
 
 |                                 |  +-+ | 
 |The Chairman of the Meeting (mark|OR| | |Write here the name of the person 
 |with an "X")                     |  | | |you are appointing if this person is 
 |                                 |  | | |someone other than the Chairman of 
 |                                 |  | | |the Meeting. 
-+---------------------------------+--+-+-+------------------------------------ 
                                      | | | 
=-------------------------------------+-+-+------------------------------------ 
                    or failing him/her| | |Write here the name of the other 
                                      | | |person you are appointing. 
                                      +-+ | 
 
or failing him/her, (or if no proxy is specified above) the Chairman of the 
meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual 
General Meeting to be held at 11.00 am (Sydney time) on Thursday 27 May 2010 at 
the Royal Automobile Club, Level 4, ISC Room, 89 Macquarie Street, Sydney NSW 
and any adjournment of that meeting. 
 
                                      +-+ 
This proxy is to be used in respect of|%| of the Ordinary Shares I/we hold. 
                                      +-+ 
 
 
If you wish to indicate how your proxy is to vote, please place an "X" in the 
appropriate box, beside each resolution, below. If no indication is given on a 
resolution, the proxy may abstain or vote at his/her discretion. Proxies lodged 
in favour of the Chairman which do not include a vote will be used to vote in 
favour of the resolutions. 
 
 
Voting directions to your proxy - please mark x to indicate your directions 
 
                                     For Against            Abstain* 
 
To consider and, if thought fit, to 
pass, with or without amendment, the 
following resolutions as ordinary 
resolutions: 
 
 
 
Resolution 1: To adopt the 
Remuneration Report. 
 
 
 
Resolution 2: To re-elect Russell 
Fountain as a Director. 
 
 
 
Resolution 3: To re-elect Stephen de 
Belle as a Director. 
 
 
 
Resolution 4: To amend the 
Constitution by inserting 
proportional takeover provisions. 
 
 
 
*If you mark the Abstain box for a particular item, you are directing your proxy 
not to vote on your behalf on a show of hands or on a poll and your votes will 
not be counted in computing the required majority on a poll. 
 
 
      PLEASE SIGN HERE 
This section must be signed in accordance with the instructions overleaf to 
enable your directions to be implemented.  Executed in accordance with section 
127 of the Corporations Act 2001 (Cth): 
 
 Individual or Shareholder 1       Joint Shareholder 2      Joint Shareholder 3 
+----------------------------+ +-------------------------+ +-------------------+ 
|                            | |                         | |                   | 
+----------------------------+ +-------------------------+ +-------------------+ 
   Sole Director & Company         Director / Company             Director 
          Secretary                     Secretary 
 
 
 Dated this                      Day of                     2010 
           ----------------------      --------------------- 
 
 
 
 
 
Instructions for Completing Proxy Form 
 
1.         A member entitled to attend and vote at a Meeting is entitled to 
appoint a proxy to attend and vote on behalf of that member. 
 
2.         A duly appointed proxy need not be a member of the Company. This form 
should be signed by the member. If a joint holding, either member may sign. If 
signed by the member's attorney, the power of attorney must have been previously 
noted by the Company or a certified copy attached to this form. If executed by a 
company, the form must be executed in accordance with the member's constitution 
and the Corporations Act 2001. 
 
3.         Corporate shareholders should comply with the execution requirements 
set out on the proxy form or otherwise with the provisions of Section 127 of the 
Corporations Act. Section 127 of the Corporations Act 2001 provides that a 
company may execute a document without using its common seal if the document is 
signed by: 
 
                       (i)                            directors of the company; 
 
                      (ii)                            a director and a company 
secretary of the company; or 
 
                    (iii)                            for a proprietary company 
that has a sole director who is also the sole company secretary - that director. 
 
4.         For the Company to rely on the assumptions set out in Section 129(5) 
and (6) of the Corporations Act, a document must appear to have been executed in 
accordance with Section 127(1) or (2). This effectively means that the status of 
the persons signing the document or witnessing the affixing of the seal must be 
set out and conform to the requirements of Section 127(1) or (2) as applicable. 
In particular, a person who witnesses the affixing of a common seal and who is 
the sole director and sole company secretary of the company must state that next 
to his or her signature. 
 
5.         Completion of a proxy form will not prevent individual shareholders 
from attending the meeting in person if they wish.  Where a shareholder 
completes and lodges a valid proxy form and attends the meeting in person, then 
the proxy's authority to speak and vote for that shareholder is suspended while 
the shareholder is present at the meeting. 
 
6.         Where a proxy form or form of appointment of corporate representative 
is lodged and is executed under power of attorney, the power of attorney must be 
lodged in like manner as this proxy. 
 
7.         To vote by proxy, please complete and sign the proxy form enclosed 
and send the proxy form by: 
 
                       (i)                   post to Finders Resources Limited, 
Suite 51, Level 3 330 Wattle St Ultimo NSW 2007; or 
 
                      (ii)                   facsimile to Finders Resources 
Limited on facsimile number [phone], so that it is received not later 
than 11.00 am, Wednesday 26 May 2010, Sydney time. 
 
Proxy forms received later than this time will be invalid. 
 
8.         Chapter 2C of the Corporations Act 2001 requires information about 
you as a member (including your name, address and details of the shares you 
hold) to be included in the public register of the entity in which you hold 
securities. Information is collected to administer your shareholding and if some 
or all of the information is not collected then it might not be possible to 
administer your shareholding. You can access your personal information by 
contacting the Company at the address or telephone number shown on this form. 
 
 
 
6.              APPOINTMENT OF CORPORATE REPRESENTATIVE 
 
 
Pursuant to Section 250D of the Corporations Act 2001 
 
 
______________________________________________________ (ABN/ACN/ARBN 
 
____________________ ) 
(Insert name of Shareholder/Body Corporate & ACN/ARBN) 
 
Hereby Authorises 
 
__________________________________________________________________ 
(Insert name of appointee) 
 
(*) 1.          To act as the Company's representative at all General Meetings 
of Finders Resources Limited (ABN 82 108 547 413) 
 
(*)2.           To act as the Company's Representative at the Annual General 
Meeting to be held at 11.00 am Sydney time on Thursday 27 May 2010  and any 
adjournment thereof. 
 
 
Dated this ________________ day of _______________________________ 2010 
 
Executed by the corporation in accordance with its Constitution/Section 127 of 
the 
Corporations Act 2001 in the presence of: 
 
 
 
 
 
(*) 
Director 
(*) Sole Director & Sole Secretary 
 
 
 
 
 
(*) Director/Secretary 
 
 
Affix Common Seal here (optional) 
 
 
(*) Delete if not applicable 
 
This authority may be sent to the registered office or share registry office of 
the Company in advance of the meeting as set out in the Notice of Annual General 
Meeting which this appointment accompanies or handed in at the Annual General 
Meeting when registering as a company representative. In either case, the 
authority will be retained by the Company. 
 
 
 
 
 
 
[HUG#1408659]