notice of annual general meeting - home | … notice...with respect to the managing director and...

PANAUST LIMITED ABN 17 011 065 160

Level 1, 15 James Street, Fortitude Valley, Brisbane | QLD | 4006 | Australia

PO Box 2297, Fortitude Valley Business Centre | QLD | 4006

T: +61 7 3117 2000 | F: +61 7 3846 4899 | E: [email protected]

ASX ANNOUNCEMENT 15 April 2013

Notice of Annual General Meeting

In accordance with ASX Listing Rule 3.17, please find attached the Notice of Meeting, Explanatory

Statement and Proxy Form for the Annual General Meeting of PanAust Limited to be held on Friday,

17 May 2013 commencing at 10.00 a.m. (Brisbane time). The Annual General Meeting will be held at the

Hilton Hotel, 190 Elizabeth Street, Brisbane.

The Notice of Meeting, Explanatory Statement and Proxy Form are being despatched to shareholders

today.

For further information contact:

Mr Paul Scarr Company Secretary PanAust Limited

Tel: +61 7 3117 2000 Email: [email protected] Website: www.panaust.com.au

ABN 17 011 065 160

NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS AND EXPLANATORY STATEMENT

Details of time and location of the Annual General Meeting

Date: Friday 17 May 2013

Time: 10.00am (Brisbane time)

Venue: Ballroom

Hilton Hotel

190 Elizabeth Street

Brisbane Queensland 4000

Notice of Annual General Meeting 2

NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of PanAust Limited ABN 17 011 065 160 (“the Company”) will be held in

the Ballroom at the Hilton Hotel, 190 Elizabeth Street, Brisbane, Queensland on Friday 17 May 2013

commencing at 10.00am (Brisbane time).

Item 1: Receipt of reports and financial statements

To receive and consider the Directors’ Report and the Financial Report of the Company for the

financial year ended 31 December 2012 and the Auditor’s Report in relation to the Financial Report.

Item 2: Adoption of Remuneration Report (non-binding resolution)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

THAT the Remuneration Report contained in the Directors’ Report of the Company for the financial

year ended 31 December 2012 be adopted.

Under the Corporations Act 2001 (Cth), this resolution is advisory only and does not bind the

Directors or the Company.

Item 3: Election of Ms Annabelle Chaplain as a Director


THAT Ms Annabelle Chaplain, who was appointed as a Director of the Company on 1 July 2012 by the

Board of Directors in accordance with the Company’s constitution and is eligible for election, be

elected as a Director of the Company.

Item 4: Re-election of Mr Geoffrey Billard as a Director


THAT Mr Geoffrey Billard, who retires by rotation in accordance with the Company’s constitution and

is eligible for election, be re-elected as a Director of the Company.

Item 5 : Re-election of Mr Zezhong Li as a Director


THAT Mr Zezhong Li, who retires by rotation in accordance with the Company’s constitution and is

eligible for election, be re-elected as a Director of the Company.

3 Notice of Annual General Meeting

Item 6: Approval of issue of shares and advance of loan under the Executive Long Term

Share Plan


THAT, in accordance with rules 7.1 and 10.14 of the Listing Rules of ASX Limited and Chapter 2E of

the Corporations Act 2001 (Cth), the issue to Mr Gary Stafford, the Managing Director of the

Company, of 3,552,500 ordinary fully paid shares and the advance of a loan in the amount equal to

the market price of those 3,552,500 ordinary fully paid shares under the Executive Long Term Share

Plan (in accordance with the terms described in the Explanatory Statement) be approved.

Item 7: Other Business

To transact any other business that may be brought forward in conformity with the

Company's Constitution.

By order of the Board

P. M. Scarr

Company Secretary

Brisbane

15 April 2013

Notice of Annual General Meeting 4

NOTES Retirement of Directors by rotation

Under the constitution of the Company, one third of the Directors (other than the Managing

Director) or, if their number is not a multiple of three, then the number nearest to but not more

than one-third of the Directors must retire by rotation. The Directors to retire by rotation at an

annual general meeting are those Directors who have been longest in office since their last election

or appointment. As indicated in items 4 and 5, Mr Geoffrey Billard and Mr Zezhong Li are retiring by

rotation and are seeking re-election.

Voting exclusion

The Company will, in accordance with the Listing Rules of ASX Limited and the Corporations Act 2001

(Cth), disregard any votes cast:

• in respect of Item 2 by any member of Key Management Personnel of the Company whose

remuneration details are contained in the remuneration report or any Closely Related Party of

such a member; and

• in respect of Item 6, by Mr Gary Stafford and any associates of Mr Gary Stafford.

However, the Company will not disregard any votes cast on any resolution if:

- it is cast by a person excluded from voting 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.

Voting

The Company has determined that the shareholders who are on the Company’s share register at

7.00pm (Sydney time) on 15 May 2013 will be taken, for the purposes of the Annual General

Meeting, to be entitled to attend and vote at the meeting.

Proxies

1. A Member who is entitled to vote at the meeting may appoint:

(a) one proxy if the Member is only entitled to one vote; or

(b) one or two proxies if the Member is entitled to more than one vote.

2. Where the Member appoints two proxies, the appointment may specify the proportion or

number of votes that each proxy may exercise. If the appointment does not specify a

proportion or number, each proxy may exercise half of the votes in which case any fraction of

votes will be disregarded.

3. If you require an additional proxy form, the Company will supply it on request.

5 Notice of Annual General Meeting

4. A proxy need not be a Member of the Company.

5. The proxy form and the power of attorney or other authority (if any) under which it is signed

(or a certified copy) must be received by the Company, no later than 10.00am (Brisbane time)

on 15 May 2013, as follows:

(a) at Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria 3001

Australia; or

(b) by fax on: 1800 783 447 (within Australia); or

+61 3 9473 2555 (outside Australia);

(c) online through www.investorvote.com.au; or

(d) for Intermediary Online subscribers only (custodians), online through

www.intermediaryonline.com.

6. If you are unable to attend the meeting and you have a question in relation to the business to

be discussed, please do not hesitate to contact the Company Secretary or our Investor

Relations team by email ([email protected]), by fax (+61(0)7 3846 4899) or by mail

(PO Box 2297, Fortitude Valley Business Centre, Brisbane QLD 4006).

Important information concerning proxy votes on Items 2 and 6

The Corporations Act 2001 (Cth) places certain restrictions on the ability of “Key Management

Personnel” (including the Chairman of the Meeting) and their “Closely Related Parties” to vote on

Items 2 and 6 and also places restrictions on “Key Management Personnel” and their “Closely

Related Parties” where they are voting as proxy for another shareholder on resolutions connected

with the remuneration of Key Management Personnel.

To ensure that your votes are counted on Items 2 and 6, you are encouraged to direct your proxy

how to vote on those items by indicating your preference by completing the “For”, “Against” or

“Abstain” boxes on the Proxy Form.

Proxy Form

A proxy form is enclosed with this Notice of Meeting. The Proxy Form is an integral part of this

Notice and both documents should be read together.

6 Explanatory Statement

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the shareholders of PanAust Limited (the

“Company”) for the Annual General Meeting (“AGM”) to be held on Friday 17 May 2013 at 10.00am

(Brisbane time).

Item 2: Adoption of the Remuneration Report

Companies listed on the Australian Securities Exchange (“ASX”) are required to put to their

shareholders a resolution to adopt the Remuneration Report. The Corporations Act 2001

(“Corporations Act”) provides that the resolution is advisory only.

The Remuneration Report forms part of the Directors’ Report. It is contained in the annual report

(pages 17 to 33) which is available on the Company’s website. The Remuneration Report contains all

of the information required by the Corporations Act. It details the remuneration principles and

policies adopted by the Board, the remuneration arrangements for the year, the function of the

Remuneration Committee (which is comprised entirely of independent Non-Executive Directors and

is chaired by an independent Non-Executive Director of the Company other than the Chairman), the

names of remuneration consultants and the factors considered in the course of performing annual

remuneration reviews.

With respect to Non-Executive Directors, the objective is to set remuneration at a level which

attracts and retains Non-Executive Directors of the requisite expertise and experience at a cost

which is acceptable to shareholders. In 2012, the Non-Executive Directors (with the exception of the

Chairman) were paid a base fee for serving as a Director and an additional fee for membership of a

Board Committee. The Chairman is paid an all-inclusive fee which is inclusive of his remuneration for

membership of Board committees. The Non-Executive Directors are not paid any short term

incentives, long term incentives, equity based remuneration or retirement/termination benefits. The

fee structure is detailed in the Remuneration Report on pages 19 and 20 of the annual report.

With respect to the Managing Director and other senior executives, the objective (articulated in the

Company’s Employee Policy) is to:

Cultivate a performance based culture whereby competitive remuneration, benefits and

rewards are aligned with PanAust’s objectives and where merit forms the basis of

performance based pay and promotion.

Attract, engage and retain high calibre employees to meet PanAust’s current and future

business needs.

Remuneration consists of the following elements: fixed remuneration, short term incentive (“STI”)

and long term incentive (“LTI”). The amount and relevant proportion of fixed remuneration, STI and

LTI is determined after consideration of market levels of remuneration. The intention is to

encourage the growth of the Company and shareholder value in a sustainable way, optimising return

on capital whilst being true to the Company’s vision and values. The Company also seeks to maintain

appropriate levels of internal relativity between senior executive positions in the Company.

Recommendation: The Directors unanimously recommend a vote in favour of the resolution.

Explanatory Statement 7

Item 3: Election of Ms Annabelle Chaplain as a Director

Ms Annabelle Chaplain was appointed as a Non-Executive Director of the Company on 1 July 2012.

Ms Chaplain is a member of the Audit Committee.

Ms Chaplain is a former investment banker who has over 22 years’ financial services experience

having worked with Citibank, Standard Chartered and ABN AMRO in various roles. Since embarking

upon a non-executive director career in 2002, Ms Chaplain has served as a director of ASX listed

companies (including Coal & Allied Industries Limited), government owned corporations and private

companies. Ms Chaplain has been a member of the Board of Taxation since July 2009 and is a council

member of the Australian Youth Orchestra.

Ms Chaplain is currently a non-executive director of Downer EDI Limited.

In accordance with the requirements of the Company’s constitution relating to a Non-Executive

Director appointed by the Board to fill a casual vacancy, Ms Chaplain seeks election at this AGM.

Recommendation: Ms Chaplain has an interest in the resolution and therefore does not make a

recommendation. The other Directors unanimously recommend a vote in favour of the resolution.

Item 4: Re-election of Mr Geoffrey Billard as a Director

Mr Geoffrey Billard was appointed as a Non-Executive Director of the Company on 1 July 2008.

Mr Billard is a member of the Sustainability Committee and the Audit Committee.

Mr Billard is an economist who has achieved wide career experience in the mining industry. This

included some 20 years with CRA (now Rio Tinto) at Bougainville Copper, Argyle Diamonds and as

Managing Director (Group Financial Services) before taking up senior executive positions with

Pasminco and M.I.M. Holdings Limited in operational, marketing, finance, new project development

and technology roles.

From 1998 until 2008, Mr Billard operated his own consulting business providing specialist advisory

services on strategic projects for both corporate and government clients. In this capacity, Mr Billard

has previously assisted the Company in forming and implementing corporate strategy and

organisational change.

Mr Billard retires by rotation and seeks re-election at this AGM.

Recommendation: Mr Billard has an interest in the resolution and therefore does not make a


Item 5: Re-election of Mr Zezhong Li as a Director

Mr Zezhong Li was appointed as a Non-Executive Director of the Company on 18 September 2009.

Mr Zezhong Li is a member of the Sustainability Committee.

Mr Zezhong Li is the Vice President of Guangdong Rising Assets Management (GRAM), a position

which he has held since November 2008. Mr Zezhong Li is GRAM's nominee Director on the Board of

the Company. GRAM is a cornerstone investor in the Company. Mr Zezhong Li joined the Board

following the completion of the share placement to GRAM in September 2009.


Prior to joining GRAM, Mr Zezhong Li worked for the Poverty Alleviation Office of the State Council

and was a consultant to the United Nations Development Program.

Mr Zezhong Li is currently a director of Shenzhen Zhongjin Lingnan Nonferrous Metal Co., China’s

third-largest zinc producer.

Mr Zezhong Li retires by rotation and seeks re-election at this AGM.

Recommendation: Mr Zezhong Li has an interest in the resolution and therefore does not make a


Item 6: Approval of issue of shares and advance of loan to the Managing Director under

the Executive Long Term Share Plan

(a) Background and reasons for the proposal

Following completion of the remuneration review, the Managing Director’s remuneration package

for the year ending 31 December 2013 is as follows:

Base remuneration

(including

superannuation)

(fixed)

Short Term Incentive1

(variable)

Long Term Incentive

(indicative fair value) 2

(variable)

Total remuneration

package value3

(fixed and variable)

A$1,136,000 A$760,000 A$1,421,000 A$3,317,000

1 The payment of the short term incentive (STI) is subject to satisfaction of 2013 performance targets.

The proportion of the STI subject to each performance parameter is as follows: sustainability (20%),

growth initiatives (25%), Lao operations (25%), EBITDA (20%), discretionary component (10%). The

Board will apply a “Business Factor” adjustment to the STI of between 80% and 120% taking into

account the financial performance of the Company. 2 The vesting of the LTI is subject to performance testing. Refer to discussion below.

3 The actual value received is variable for the reasons discussed above.

The LTI is provided to the Managing Director through the issue of shares issued under the Executive

Long Term Share Plan (“LTSP”). The LTSP is a loan backed share plan. The Company issues or a

trustee transfers shares to the executive at market value. The purchase price is funded by a loan

from the Company. If the resolution is passed, the Company will issue new shares to the Managing

Director, so the loan will not represent cash paid by the Company to acquire the shares.

The indicative fair value of the LTI is as follows:

*The indicative fair value of A$0.40 per Share was calculated by an external advisor in a manner consistent with the

principles described by AASB 2 (Share-based Payments). The valuation date was 13 February 2013. The five day volume

weighted average price ending on the valuation date was A$3.01 per share. The share price fluctuated between a high

of A$3.74 and a low of A$2.22 in the 12 months preceding the valuation date. Valuation assumptions included:

volatility of 38%, risk free rate of 3.02%, dividend yield of 2.5% and term of 4.84 years.

Number of Shares to be issued under the LTSP *Indicative Fair Value of the LTI

3,552,500 A$1,421,000


(b) Changes from the issue made under the LTSP to the Managing Director in 2012

Apart from the number of shares being offered, the only change to the terms of the offer from that

made to the Managing Director in 2012 relates to the constituents of the bespoke comparator group

used to benchmark the Company’s performance (as outlined below). A number of companies have

been removed from the comparator group because they have been delisted and two companies,

Evolution Mining and Aditya Birla Minerals, have been added. Details are provided in paragraph 7 of

Schedule 1 to this notice.

(c) Shareholder approval and the proposal

Approval is sought under Listing Rules 7.1 and 10.14 and Chapter 2E of the Corporations Act for the

issue to Mr Gary Stafford, the Managing Director, of 3,552,500 ordinary fully paid shares (the

“Shares”) and the advance of a loan in the amount equal to the market price of the Shares (the

“Loan”) on the terms and conditions detailed in this explanatory statement.

The market price of each Share will be the volume weighted average price of the Company’s shares

in the five trading day period ending on the date immediately prior to the date of the AGM.

A summary of the principal terms of issue of the Shares and the advance of the Loan is as follows:

• Subject to the performance conditions, the vesting date for the Shares is 31 December 2015

(the “Vesting Date”). The measure of performance is Total Shareholder Return (“TSR”). TSR is

the total return achieved by a shareholder in relation to shares, including through any increase

in share price and dividends. The TSR of the Company is compared to the Comparator Group.

The performance period commences on 1 January 2013 and ends on 31 December 2015.

There is no retesting.

The table below provides the proposed matrix of outcomes:

TSR Ranking Percentage of Shares that Vest

Less than or at 50th percentile Nil

Between the 51st percentile and

the 75th percentile

50% increasing linearly to 100% at the

75th percentile

At or above the 75th percentile 100%

• The Loan is advanced to the Managing Director. The Loan is equal to the market price of each

Share (as calculated above) multiplied by the number of Shares. The term of the Loan is five

years. The Loan is interest free. The Loan is limited recourse so in no circumstances will the

Managing Director be liable for an amount in excess of the market value of vested Shares.

• If the resolution is passed, it is proposed that the Shares will be allotted and issued by

31 May 2013 and, in any event, within three months after the annual general meeting. The

Shares will be held in trust by the trustee of the LTSP until vesting and repayment of the Loan.

• Other terms and conditions are summarised in Schedule 1 to this notice.


(d) Approval to give a financial benefit to a related party

Chapter 2E of the Corporations Act 2001 requires shareholder approval for a public company (such

as the Company) to give a financial benefit to a related party in certain circumstances.

Mr Gary Stafford, being the Managing Director of the Company, is a related party of the Company.

The issue of the Shares and the advance of a loan under the LTSP on the terms and conditions

detailed in this explanatory statement constitute the giving of a financial benefit to a related party.

Section 219 of the Corporations Act 2001 requires certain information to be given to shareholders

about the proposed financial benefit. The following sets out, or refers to, such information:

• The related party to whom approval is sought under Item 6 to permit the financial benefit to

be given – Mr Gary Stafford, the Managing Director of the Company.

As at 1 April 2013, Mr Stafford had a direct interest in 2,316,506 ordinary shares, 2,640,000

vested executive options (with an exercise price of A$2.106 per option), 1,430,500 vested

shares issued under the LTSP (which are held in trust until the outstanding loan amount of

A$3,619,809 is paid) and 2,621,453 unvested shares issued under the LTSP which are subject

to outstanding performance conditions (with a loan amount of A$7,741,615 due to the

Company). Mr Stafford also has an indirect interest in the Company of 925,723 ordinary

shares held by The Spellbrook Superannuation Fund of which Mr Stafford is a beneficiary.

• The nature of the financial benefit to be given to Mr Stafford – the issue of the Shares and

the advance of the Loan on the terms and conditions detailed in this explanatory statement.

• Recommendations of each Director of the Company – as set out below, each of the Directors

(other than Mr Stafford) recommends that shareholders vote in favour of the resolution in

Item 6. Mr Stafford has not made a recommendation as he has an interest in the resolution in

Item 6.

• The reasons for making the recommendation – each of the Directors (other than Mr Stafford)

recommends that shareholders vote in favour of the resolution as it rewards the Managing

Director in a manner which promotes both the long term performance and growth of the

Company and the retention of the services of the Managing Director. The LTI offer to the

Managing Director is consistent with the value of long-term incentives issued to chief

executive officers of companies of a comparable size. The objective is to provide an incentive

to the Managing Director which promotes both the long term performance and growth of the

Company and retention.

• The interest of each Director of the Company in Item 6 – Mr Stafford has an interest in the

resolution as he will receive the Shares and the Loan on the terms and conditions detailed in

this explanatory statement if the resolution is approved. No other Director has an interest.

• Other information reasonably required by shareholders to assist them in deciding whether

or not it is in the Company’s interests to vote in favour of the resolution in Item 6 – other

information relevant to the shareholders’ decision is set out in Schedule 1 to this notice.


(e) Effect of the proposal

On the basis of the total securities in the Company on issue as at 1 April 2013 and assuming

Mr Stafford exercised all of the options he currently holds in the Company, Mr Stafford would hold

approximately 1.61% of the total issued ordinary shares in the Company on a fully diluted basis. If

the Shares were issued and Mr Stafford satisfied the performance conditions, his holding would

increase to 2.17%. Accordingly, the issue of the Shares could have a small dilutionary impact upon

other shareholders and this impact must be balanced against providing an appropriate LTI to the

Managing Director.

(f) Use of funds raised

Funds will only be raised from repayment of the Loan if the performance conditions are met and

Shares vest. If the performance conditions are not met, then no Shares will vest and no funds will be

received. If the performance conditions are met, the funds received will be used by the Company for

working capital.

(g) Issue of securities since the last approval

At the annual general meeting of the Company on 18 May 2012, shareholders approved the issue of

shares and the advance of a loan to Mr Stafford under the LTSP. These are the only securities issued

to a Director under an employee incentive scheme since that date. Non-executive Directors are not

eligible to receive securities under an employee incentive scheme and Gary Stafford is the only

executive Director. Details of the securities issued to Mr Stafford are as follows:

Date of Issue‡ Issue Price No. of Shares Loan advanced* Vesting Date

21 May 2012 A$2.7787 2,120,141 A$5,891,235 31 December 2014

‡The indicative fair value of the issue was A$1.38 million. *As is the case this year, new shares were issued under the LTSP

so the Company was not required to outlay cash to acquire the shares awarded to the Managing Director.

(h) Voting exclusion

In accordance with ASX Listing Rule 14.11.1 and section 224(1) of the Corporations Act, the Company

will disregard any votes cast by Mr Stafford and his associates in respect of the resolution for the

issue of Shares and advance of Loan to the Managing Director under the LTSP.

Recommendation

Mr Stafford has an interest in the resolution and therefore does not make a recommendation. The

other Directors unanimously recommend that shareholders vote in favour of the resolution.


SCHED ULE 1

Summary of the Executive Long Term Share Plan (“LTSP”)

1. The Board may invite a person who is an executive with the Company or an associated company (the

“Group”) to participate. Participation is voluntary. Participation is not open to Non-Executive Directors.

Participation in the LTSP does not confer any right upon the participant to future issues of shares. A

participant may nominate an associate (such as a family trust) to hold the securities.

2. The Board has the discretion to determine: (a) the number of shares to be issued under the LTSP

(provided that the total number of shares under the LTSP does not exceed 5% of the total shares on

issue at the time an offer to participate is made); (b) the price of the shares (being the amount of the

cash or loan required to acquire the shares); (c) the amount of any loan to be extended to the

participant to acquire the shares and the terms and conditions of such loan; and (d) any conditions

attaching to the shares, including performance hurdles which must be satisfied before the shares vest

and are able to be sold by the participant.

3. The amount of the loan advanced by the Company to the participant may not exceed the price of the

shares acquired and any transaction costs. The loan is non-recourse. Accordingly, the participant is not

required to pay any amount in excess of the value of the shares acquired through provision of the loan.

The loan must be repaid prior to the sale of any shares or arrangements entered into with the Company

such that the proceeds of any sale are applied in repayment of the loan. The after tax benefit of any

dividends (based on the top Australian marginal tax rate and the Medicare levy) must be applied in

repayment of the loan.

4. Where the employment of a participant is terminated other than for retirement, retrenchment or

death, any shares subject to conditions which have not been satisfied (including performance

conditions) are forfeited. In the case of retirement, retrenchment or death, shares which have not

vested and are still subject to conditions will be immediately forfeited unless the Board exercises its

discretion to the contrary.

5. Subject to the conditions and restrictions attaching to the shares, the holder of the shares has the same

rights as any other holder of shares. This includes voting rights, a right to dividends, bonus shares and

capital distributions. However, if the shares are subject to a loan, the after tax benefit of any monetary

proceeds must first be applied in repayment of the loan.

6. Upon the happening of a “Control Event” (for example, a takeover or a demerger), all shares subject to

conditions will immediately vest. “Control Event” is defined as meaning: (a) an offer is made by a

person for the whole of the issued ordinary share capital of the Company (or any part not owned by the

offeror) and after the announcement of the offer, the offeror acquires “Control” of the Company,

(b) any other event which results in a change in “Control” of the Company; or (c) any other event which

the Board reasonably considers should be regarded as a change in “Control”. An entity acquires

“Control” of the Company where it acquires the right to 50% or more of the votes to appoint or remove

a director or has 50% or more of the votes exercisable by all directors or has a right to 50% or more of

the profits or distributions of the Company.

7. For the 2013 issue under the LTSP, the Company’s TSR performance will be compared to the TSR

performance of the following companies (collectively, the “Comparator Group”): Newcrest Mining,

Fortescue Metals Group, Iluka Resources, Oz Minerals, Alumina, Atlas Iron, Regis Resources, Paladin

Energy, Perseus Mining, Mount Gibson Iron, Evolution Mining, Sandfire Resources, Medusa Mining,

Resolute Mining, Independence Group, Western Areas, Kingsgate Consolidated, Aquarius Platinum,

St Barbara, Gindalbie Metals, Oceana Gold, Grange Resources, Mirabela Nickel, Aditya Birla Minerals.

SRN/HIN: I9999999999

T 000001 000 PNA

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Lodge your vote:Online:www.investorvote.com.au

By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only(custodians) www.intermediaryonline.com

For all enquiries call:(within Australia) 1300 552 270(outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 10.00am (Brisbane time) on Wednesday, 15 May 2013

How to Vote on Items of BusinessSTEP 1 Appointment of ProxyIf you wish to appoint the Chairman of the Meeting as your proxy, mark the boxon the form overleaf. If you wish to appoint someone other than the Chairmanof the Meeting as your proxy, write the full name of that individual or bodycorporate in the space provided on the form overleaf. If you leave this sectionblank, or your named proxy does not attend the meeting, the Chairman of theMeeting will be your proxy.

STEP 2 Voting Directions to your ProxyYou may direct your proxy how to vote by placing a mark in one of the threeboxes opposite each item of business. All your securities will be voted inaccordance with your directions.

If you do not mark any of the boxes on a given item, then your proxy may voteas he or she chooses. However, if you wish to appoint as your proxy a Director(other than the Chairman) or other member of the key management personnelof the PanAust Limited consolidated group whose remuneration details are setout in the Remuneration Report or their closely related parties, you must specifyhow they should vote on items 2 and 6 by completing the "For", "Against" or"Abstain" boxes on the voting form. If you do not do that, your proxy will notbe able to vote on your behalf for those resolutions. If you appoint the Chairmanas your proxy but do not complete any of the boxes "For", "Against" or "Abstain"opposite that resolution on the voting form, the Chairman intends to exerciseyour votes in favour of the resolution.

Signing Instructions for Postal FormsIndividual: Where the holding is in one name, the securityholder must sign.Joint Holding: Where the holding is in more than one name, all of thesecurityholders should sign.Power of Attorney: If you have not already lodged the Power of Attorney withthe registry, please attach a certified photocopy of the Power of Attorney to thisform when you return it.Companies: Where the company has a Sole Director who is also the SoleCompany Secretary, this form must be signed by that person. If the company(pursuant to section 204A of the Corporations Act 2001) does not have aCompany Secretary, a Sole Director can also sign alone. Otherwise this formmust be signed by a Director jointly with either another Director or a CompanySecretary. Please sign in the appropriate place to indicate the office held. Deletetitles as applicable.

Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need to provide theappropriate “Certificate of Appointment of Corporate Representative” prior toadmission. A form of the certificate may be obtained from Computershare oronline at www.investorcentre.com under the information tab, "DownloadableForms".

Comments & Questions: If you have any comments or questions for thecompany, please write them on a separate sheet of paper and return with thisform.

GO ONLINE TO VOTE,or turn over to complete the form

A proxy need not be a securityholder of the Company.

Control Number: 999999

A B N 1 7 0 1 1 0 6 5 1 6 0

www.investorvote.com.auVote online or view the annual report, 24 hours a day, 7 days a week:

Cast your proxy vote

Access the annual report

Review and update your securityholding

Your secure access information is:

PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.

Samples/000001/000001/i

*S000001Q01*

I 9999999999

Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your BehalfI/We being a member/s of PanAust Limited hereby appoint

STEP 1

the Chairman ORPLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the Annual General Meeting of PanAust Limited to be held in the Ballroom, Hilton Hotel, 190 Elizabeth Street, Brisbane,Queensland on Friday, 17 May 2013 at 10.00am (Brisbane time) and at any adjournment of that meeting.

STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone / /

If the Chairman of the Meeting is your proxy and you do not mark any of the boxes opposite item 2, you are directing the Chairman to vote in favour of thatresolution. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

ORDINARY BUSINESS

of the meeting

I ND

Date

P N A 1 7 0 5 1 3 A

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

XX

Adoption of Remuneration Report (non-binding resolution)

Election of Ms Annabelle Chaplain as a Director

Re-election of Mr Geoffrey Billard as a Director

Re-election of Mr Zezhong Li as a Director

Item 2

Item 3

Item 4

Item 5

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour ofeach item of business.Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy(or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy inrespect of items 2 and 6 even though the Chairman is, and those items are connected directly or indirectly with the remuneration of, a member of keymanagement personnel of the PanAust Limited consolidated group.

Approval of issue of shares and advance of loan under the Executive Long Term Share PlanItem 6

notice of annual general meeting - home | … notice...with respect to the managing director and...

Documents