ASX ANNOUNCEMENT Notice of Meeting – Acquisition of Dropmysite Pte Ltd

169 Pages·2016·2.89 MB·English

ASX ANNOUNCEMENT

14th July 2016

Notice of Meeting – Acquisition of Dropmysite Pte Ltd

On 31st March the Directors of Excalibur Mining Corporation Limited ((cid:862)Excalibur(cid:863) or (cid:862)The Company(cid:863))
announced that they had received 100% vendor approval in relation to the acquisition of the issued
capital of Dropmysite Pte Ltd via Greenbase Corporation Pty Ltd, a special purpose vehicle
incorporated in Australia. Since that time Excalibur has completed full due diligence and is now
proceeding to shareholder approval of resolutions in the attached Notice of Meeting for all aspects of
the transaction, including the renaming of Excalibur as Dropsuite Limited ((cid:862)Dropsuite(cid:863)).

The approval of all the resolutions will allow the Dropsuite group to proceed in expanding its existing
business, targeting the world’s leading web hosting companies and IT resellers. As a result of the
shareholder meeting the Company will have disposed of all of its residual resource assets and
removed substantial debt from the balance sheet.

The Directors of Excalibur recommend that shareholders should support all the resolutions in the
Notice of Meeting.

FOR FURTHER INFORMATION CONTACT

Mr Alex Bajada
Executive Chairman

Telephone: [phone]
Facsimile: [phone]
Email: [email protected]

__________________________________________________________________________________
ABN 91 008 021 118
Suite 2, Ground Floor, 16 Ord Street, West Perth WA 6005
Post Office Box 1779, West Perth WA 6872
Telephone: [phone] Facsimile: ([phone]
EXCALIBUR MINING CORPORATION LIMITED

ACN 008 021 118

(to be renamed Dropsuite Limited)

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Suite 4, 16 Ord Street West Perth, Western
Australia on Monday 15th August 2016 at 10:00 AM (WST)

The Independent Expert has determined that the increase in voting power, the subject of Resolution 4 in this
Notice of Meeting, is fair and reasonable to the non-associated Shareholders.

The Independent Expert has determined that the Disposal, the subject of Resolution 11 in this Notice of
Meeting, is fair and reasonable to the non-associated Shareholders.

This Notice of 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.

Should you wish to discuss any matter please contact the Company Secretary on [phone].
NOTICE OF MEETING

CONTENTS PAGE
Business of the Meeting (setting out the Resolutions) 4
Explanatory Memorandum (explaining the Resolutions) 10
Definitions 81
Proxy Form 85
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the general meeting of Shareholders of Excalibur Mining Corporation Limited to which this
Notice of Meeting relates will be held at Suite 4, 16 Ord Street West Perth, Western Australia on Monday 15th
August 2016 at 10:00 AM (WST).
YOUR VOTE IS IMPORTANT
The Resolutions are important and affect the future of the Company. The business of the Meeting affects your
shareholding and your vote is important.

VOTING ELIGIBILITY
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the
persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 5:00pm
(WST) on Saturday 13th August 2016.
HOW TO VOTE

You may vote by attending the Meeting in person or by proxy, attorney or authorised representative.
Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

You have the right to appoint a proxy to vote on your behalf.
To vote by proxy, please complete and sign the enclosed Proxy Form and return it in accordance with the
instructions set out on the Proxy Form prior to 10:00am (WST) on Saturday 13th August 2016 being not less than 48
hours prior to the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
A proxy can be an individual or a body corporate (refer to Bodies Corporate section below).
When the Proxy Form is executed under a power of attorney, the power of attorney must be lodged in the same
way as the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting
at the Meeting in person.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
 each Shareholder has a right to appoint a proxy;
 the proxy need not be a Shareholder; and
 a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the
proportion or number of votes each proxy is appointed to exercise.
If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the
Shareholder(cid:859)s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise
one-half of the (cid:373)e(cid:373)(cid:271)e(cid:396)(cid:859)s votes.
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Bodies Corporate
A body corporate may appoint an individual as its representative to exercise any of the powers the body corporate
may exercise at the Meeting. The appointment may be a standing one. Unless the appointment states otherwise,
the representative may exercise all of the powers that the appointing body corporate could exercise at a meeting
or in voting on a resolution.
The representative should bring to the meeting evidence of his or her appointment, including any authority under
which the appointment is signed, unless it has previously been given to the Company.
OTHER INFORMATION ON PROXIES
Shareholders and their proxies should be aware that:
 if proxy holders vote, they must cast all directed proxies as directed; and
 any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as
directed.
If you appoint the Chair as your proxy and do not direct him how to vote, you are expressly authorising the Chair to
cast your undirected proxy in all proposed Resolutions in accordance with his intention set out below.
If the Chair is appointed or taken to be appointed as a Shareholder's proxy and the appointment does not direct
the Chair as to how to vote on a Resolution, the Chair is expressly authorised and intends to exercise all available
votes in favour of all the proposed Resolutions.
REQUIRED MAJORITIES
Resolutions 1, 2, 4 - 11 and 13 - 16 (inclusive) are ordinary resolutions and will be passed only if supported by a
majority of the votes cast by Shareholders entitled to vote on the resolutions.
Resolutions 3 and 12 are special resolutions and will be passed only if supported by at least 75% of the votes cast
by Shareholders entitled to vote on the resolution.
EXPLANATORY MEMORANDUM AND PROXY FORM

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be
considered at the Meeting. You are urged to give careful consideration to the Notice of Meeting and the contents
of the Explanatory Memorandum. Further details of each Resolution are set out in the Explanatory Memorandum.
The accompanying Explanatory Memorandum and the Proxy Form and voting instructions form part of this Notice
of Meeting.
DEFINITIONS
Te(cid:396)(cid:373)s a(cid:374)d a(cid:271)(cid:271)(cid:396)e(cid:448)iatio(cid:374)s used i(cid:374) the Noti(cid:272)e a(cid:374)d E(cid:454)pla(cid:374)ato(cid:396)(cid:455) Me(cid:373)o(cid:396)a(cid:374)du(cid:373) a(cid:396)e defi(cid:374)ed i(cid:374) the (cid:858)Defi(cid:374)itio(cid:374)s(cid:859) se(cid:272)tio(cid:374)
that is Schedule 9 to the Explanatory Memorandum.
By Order of the Board

Mr Roland Berzins
Company Secretary
Dated 11th July 2016
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EXCALIBUR MINING CORPORATION LIMITED

ACN 008 021 118

BUSINESS OF THE MEETING
AGENDA
1. Resolution 1 – Consolidation of Capital
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of section
254H of the Corporations Act, Listing Rule 7.22, the Constitution and for all other purposes, approval is given
for the issued capital of the Company to be consolidated on the basis of:
a) every 15 Shares be consolidated into one Share; and
b) every 15 Options be consolidated into one Option with the exercise price amended in inverse proportion to
that ratio,
with this Consolidation taking effect on a date announced to ASX in accordance with the Listing Rules and
with any fractional entitlements being rounded up to the nearest whole number on the terms and conditions
set out in the Explanatory Memorandum."
2. Resolution 2 – Change of Nature and Scale of Activities
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

(cid:862)That, su(cid:271)je(cid:272)t to a(cid:374)d (cid:272)o(cid:374)ditio(cid:374)al upo(cid:374) the passi(cid:374)g of all Esse(cid:374)tial Resolutio(cid:374)s, for the purpose of Listi(cid:374)g Rule
11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the
nature and scale of its activities arising from completion of the Acquisition as set out in the Explanatory
Me(cid:373)ora(cid:374)du(cid:373).(cid:863)

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may obtain a
benefit, except a benefit solely in the capacity of a holder of Shares, if the Resolution is passed and any associates
of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person
who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as
the proxy decides.
3. Resolution 3 – Approval of Performance Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special
resolution:
"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of section
246B(1) and 246C(5) of the Corporations Act, the Constitution and for all other purposes, the Company be
authorised to issue the Performance Shares on the terms and conditions set out in the Explanatory
Me(cid:373)ora(cid:374)du(cid:373)(cid:863).

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate
in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of
Shares, if the Resolution is passed and any associates of those persons. However, the Company need not disregard
a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on
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the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
4. Resolution 4 – Approval of Issue of Securities to Hatcher
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of Item 7 of
Section 611 of the Corporations Act and for all other purposes, Shareholders approve the allotment and
issue to Hatcher (or its nominees) of 141,155,660 Shares (on a post-Consolidation basis) and the acquisition
by Hatcher (or its nominees) of a relevant interest in those Shares, as part consideration for the Acquisition,
o(cid:374) the ter(cid:373)s a(cid:374)d (cid:272)o(cid:374)ditio(cid:374)s i(cid:374) the E(cid:454)pla(cid:374)ator(cid:455) “tate(cid:373)e(cid:374)t.(cid:863)

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Hatcher (and any of its
associates) and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if
the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it
is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy
Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance
with a direction on the Proxy Form to vote as the proxy decides.
Independent Expert's Report
Shareholders should carefully consider the Independent Expert's Report accompanying the Explanatory Statement
in Schedule 10. The Independent Expert's report comments on the fairness and reasonableness to Shareholders of
the issue of the Hatcher Securities in consideration for the Acquisition. The Independent Expert has determined that
the proposed issue of securities to Hatcher is fair and reasonable to Shareholders (other than Hatcher and its
associates).
5. Resolution 5 – Approval of Issue of Securities to Remaining Greenbase Shareholders
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

(cid:862)That, su(cid:271)je(cid:272)t to a(cid:374)d (cid:272)o(cid:374)ditio(cid:374)al upo(cid:374) the passi(cid:374)g of all Esse(cid:374)tial Resolutio(cid:374)s, for the purposes of Listi(cid:374)g
Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue to the Remaining
Greenbase Shareholders (or their respective nominees) an aggregate total of:
(a) 141,444,344 Shares; and
(b) 49,500,000 Performance Shares;
all on a post Consolidation basis as part consideration for the acquisition of all of the issued capital of
Greenbase on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate
in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of
Shares, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard
a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.

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6. Resolution 6 – Approval of Capital Raising
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

(cid:862)That, su(cid:271)je(cid:272)t to a(cid:374)d (cid:272)o(cid:374)ditio(cid:374)al upo(cid:374) the passi(cid:374)g of all Esse(cid:374)tial Resolutio(cid:374)s, for the purpose of Listi(cid:374)g Rule
7.1 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Shares (on a post
Consolidation basis) (Capital Raising Shares), at an issue price of $0.10 each (on a post Consolidation basis),
to raise up to $8,000,000 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate
in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of
Shares, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard
a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
7. Resolution 7 – Approval of Director's Participation in the Capital Raising - Mr Alex
Bajada
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
(cid:862)That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of Listing
Rule 10.11 and for all other purposes, approval is given for Mr Alex Bajada (or his nominee) to participate in
the Capital Raising to the extent of up to an aggregate maximum of 500,000 Capital Raising Shares (on a
post Consolidation basis), which represent value of up to $50,000 on the same terms and conditions as other
participants of the Capital Raising and on the terms and conditions set out in the Explanatory
Me(cid:373)ora(cid:374)du(cid:373).(cid:863)

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Bajada and any of his
associates (or their nominees). However, the Company need not disregard a vote if it is cast by a person as a proxy
for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
8. Resolution 8 – Approval of Director's Participation in the Capital Raising - Mr Roland
Berzins
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
(cid:862)That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of Listing
Rule 10.11 and for all other purposes, approval is given for Mr Roland Berzins (or his nominee) to participate
in the Capital Raising to the extent of up to an aggregate maximum of 500,000 Capital Raising Shares (on a
post Consolidation basis), which represent value of up to $50,000 on the same terms and conditions as other
participants of the Capital Raising and on the terms and conditions set out in the Explanatory
Me(cid:373)ora(cid:374)du(cid:373).(cid:863)

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Berzins and any of his
associates (or their nominees). However, the Company need not disregard a vote if it is cast by a person as a proxy
for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
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9. Resolution 9 – Approval of Director's Participation in the Capital Raising - Mr Angus
Middleton
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

(cid:862)That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of Listing
Rule 10.11 and for all other purposes, approval is given for Mr Angus Middleton (or his nominee) to
participate in the Capital Raising to the extent of up to an aggregate maximum of 500,000 Capital Raising
Shares (on a post Consolidation basis), which represent value of up to $50,000 on the same terms and
conditions as other participants of the Capital Raising and on the terms and conditions set out in the
E(cid:454)pla(cid:374)ator(cid:455) Me(cid:373)ora(cid:374)du(cid:373).(cid:863)

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Middleton (or his nominee(s))
and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for
a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
10. Resolution 10 – Approval of Issue of Shares in Consideration for the Acquisition of
Greenbase Convertible Notes
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary
resolution:
"That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of Listing Rule
7.1 and for all other purposes, approval is given for the Company to the allot and issue of up to 27,000,000
Shares on a post Consolidation basis to the holders of convertible notes in Greenbase (Greenbase
Convertible Notes) as consideration of the acquisition of all the Greenbase Convertible Notes, on the terms
and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate
in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of
Shares, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard
a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the
Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.

11. Resolution 11 – Disposal of Main Undertaking
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary
resolution:
"That, subject to and conditional upon the completion of the Acquisition, for the purpose of Listing Rules 10.1
and 11.2 and for all other purposes, approval is given for the disposal by the Company of its subsidiaries,
Tennant Gold Pty Ltd (which holds the Tennant Creek Project) and Tennant Resources Pty Ltd, together with
associated assets to Creditors of the Company and otherwise upon the terms and conditions set out in the
E(cid:454)pla(cid:374)ator(cid:455) Me(cid:373)ora(cid:374)du(cid:373).(cid:863)
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who is a party to the
transaction and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of Shares,
if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if
it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy
Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance
with a direction on the Proxy Form to vote as the proxy decides.
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12. Resolution 12 – Change of Company Name
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special
resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions and completion of the
Acquisitions, for the purpose of section 157(1)(a) of the Corporations Act and for all other purposes,
approval is given for the name of the Company to be changed to "Dropsuite Limited" on the terms and
conditions detailed in the Explanatory Memorandum.
13. Resolution 13 – Approval of Issue of Advisor Options
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

(cid:862)That, su(cid:271)je(cid:272)t to a(cid:374)d (cid:272)o(cid:374)ditio(cid:374)al upo(cid:374) the passi(cid:374)g of all Esse(cid:374)tial Resolutio(cid:374)s, for the purpose of Listing Rule
7.1 and for all other purposes, approval is given for the Company to issue up to 20,000,000 Options (on a
post Consolidation basis) to advisors and brokers of the Company (or their nominees) (Advisor Options) on
the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this by any person who may participate in the
proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of Shares,
if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy
Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance
with the direction on the Proxy Form to vote as the proxy decides.
14. Resolution 14 – Employee Share Option Plan
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

(cid:862)That the E(cid:373)plo(cid:455)ee “hare Optio(cid:374) Pla(cid:374) (ESOP), which is summarised in the attached Explanatory
Memorandum, be approved and that for the purposes of Exception 9(b) of Listing Rule 7.2 and for all other
purposes, the issue of securities under the ESOP within three (3) years from the date of this Resolution be
appro(cid:448)ed as a(cid:374) e(cid:454)(cid:272)eptio(cid:374) to Listi(cid:374)g Rules 7.1.(cid:863)

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Director (except one who is
ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of such a
Director. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting
as proxy for a person who is entitled to vote in accordance with the direction on the Proxy Form to vote as the proxy
decides.
15. Resolution 15 – Ratification of Prior Placement
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary
resolution:
(cid:862)That, in accordance with Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of
31,000,000 Shares (on a pre-Consolidation basis) to sophisticated and professional investors on the terms
and conditions in the Explanatory Memorandum.(cid:863)
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Voting Exclusion:
The Company will disregard any votes cast on this Resolution by a person who participated in the Prior Placement
and any of their associates. However, the Company will not disregard a vote if it is cast by the person as proxy for a
person who is entitled to vote, in accordance with directions on the Proxy Form or it is cast by the person chairing
the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote
as the proxy decides.
16. Resolution 16 – Placement of Options
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:

(cid:862)That, i(cid:374) a(cid:272)(cid:272)orda(cid:374)(cid:272)e (cid:449)ith Listi(cid:374)g Rule 7.1, a(cid:374)d for all other purposes, approval is given for the
Company to issue up to 31,000,000 Free Attaching Options (on a pre-Consolidation basis), to be
issued to the subscribers of the shares under the Prior Placement, on the terms and conditions in
the Explanatory Me(cid:373)ora(cid:374)du(cid:373).(cid:863)

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed
issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the
Resolution is passed and any associate of those persons. However, the Company need not disregard a vote if it is
cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form
or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

Roland Berzins

Company Secretary

Dated: 11th July 2016

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