A-Cap Energy Limited (Botswana) to hold its AGM on the 27th of November 2020

Notice is hereby given that the annual general meeting of A-Cap Energy Limited (the “Company”) will be held at 52 Ord Street, West Perth, West Australia 6005 on Friday 27 November 2020 at 10:30am (AWST).

AGENDA
ORDINARY BUSINESS
FINANCIAL STATEMENTS
To receive, consider and discuss the Company’s financial statements for the year ended 30 June 2020 and the reports of the directors and auditors on those statements.

RESOLUTION 1 – RE-ELECTION OF MR MARK SYROPOULO AS A DIRECTOR
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr. Syropoulo, who retires in accordance with Rule 57.2 of the Company’s Constitution and Listing Rule 14.4 and, being eligible for re-election, is re-elected as a director.”

RESOLUTION 2 – RE-ELECTION OF MR ZHENWEI LI AS A DIRECTOR
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr. Li, who retires in accordance with Rule 57.2 of the Company’s Constitution and Listing Rule 14.4 and, being eligible for re-election, is re-elected as a director.”

RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report contained in the 2020 Annual Report be adopted by Shareholders”

Note:
(1) In accordance with section 250R(3) of the Corporations Act, this resolution is advisory only and does not bind the directors of the Company.

(2) Voting Exclusion Statement:
The Corporations Act prohibits any votes being cast on Resolution 3 by or on behalf of a person who is a member of the key management personnel of the Company (which includes the chairman and the directors), whose remuneration details are included in the Remuneration Report (“Key Executive”) or any closely related party of a Key Executive (“CRP”). The Company will disregard any votes cast on Resolution 3 (in any capacity) by or on behalf of a Key Executive or any CRP.

However, the Company need not disregard a vote if it is cast by a Key Executive or any CRP as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of a Key Executive or any CRP.

Further, the Company will disregard a vote if it is cast by a Key Executive or any CRP as a proxy appointed in writing where the proxy appointment does not specify the way the proxy is to vote on Resolution 3, unless the proxy is the Chairman of the AGM and the proxy appointment expressly authorises the Chairman to exercise the proxy even if Resolution 3 is connected directly or indirectly with the remuneration of a Key Executive.

SPECIAL BUSINESS
RESOLUTION 4 – APPROVAL TO DELIST FROM THE BOTSWANA STOCK EXCHANGE
To consider, and if thought fit, to pass the following resolution as a special resolution
“That, pursuant to and in accordance with Botswana Stock Exchange Equity Listings Chapter 14, the company seeks approval to delist from the Botswana Stock Exchange as set out in the Explanatory Statement”.

RESOLUTION 5 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY
To consider, and if thought fit, to pass the following resolution as a special resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the issue of up to 10% of the company’s Equity Securities (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rules 7.1A.2, and on the terms and conditions set out in the Explanatory Statement, is approved”.

Voting Exclusion Statement:
The entity will disregard any votes cast in favour of this Resolution 5 by or on behalf of:

1. any person who may participate in the issue of equity securities under this Resolution and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and
2. any associates of that person for those persons.
   However, this does not apply to a vote cast in favour of the resolution by:
3. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
4. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair as the chair decides; or
5. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met –

1.  the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting on the resolution, and
2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

PROXIES
In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company;
• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments:

Postal Address: PO Box 108, West Perth, WA 6872
Principal Place of Business: 52 Ord St, West Perth WA 6005
E-Mail: [email protected]

Each member entitled to vote at the Annual General Meeting has the right to appoint a proxy to attend and vote at the AGM on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion.

The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the AGM (proxy forms can be lodged by facsimile).

By Order of the Board

MALCOLM SMARTT
Company Secretary

• A-Cap Energy Limited (ACAP.bw) on Africanfinancials