Notice of Annual General Meeting
Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000
T: +61 7 3221 7501
25 October 2024
Notice of Annual General Meeting
Santana Minerals Limited (Santana, ASX/NZX:SMI or the Company) is pleased to attach a copy of the
following documents in relation to the Annual General Meeting of Shareholders to be held on 26
November 2024 at 9.00am (AEST) / 12.00pm (NZDT) (Annual General Meeting).
1. Letter to Shareholders regarding arrangements for the Annual General Meeting as
despatched to Shareholders;
2. Notice of Annual General Meeting; and
3. Proxy Forms for both ASX and NZX registered holders.
Ends.
This announcement has been authorised for release by the Company Secretary.
For further information, please contact:
Craig McPherson, Company Secretary
+61 7 3221 7501 or admin@santanaminerals.com
Announcement
ASX:SMI
NZX:SMI
Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000
T: +61 7 3221 7501
25 October 2024
Dear Shareholders,
Santana Minerals Limited (SMI) will be holding its Annual General Meeting (AGM) at 9.00am (AEST) / 12.00pm
(NZDT) on 26 November 2024.
The Board is pleased to welcome shareholders to attend the Meeting in person at the offices of MUFG Pension
and Market Services (formerly Link Market Services), Level 30, PwC Tower, 15 Customs Street West, Auckland
and online at https://meetings.linkgroup.com/SMI24
The Notice of Meeting, which sets out the full business to be considered at the Meeting, is available online at
www.santanaminerals.com As permitted by the Corporations Act 2001, Santana will not be dispatching physical
copies of the Notice of Meeting. A copy of your proxy form is enclosed with this letter. If you are unable to attend
the Meeting, you may appoint a proxy to vote for you at the meeting by lodging the Proxy form using one of the
several lodgement methods as outlined on the form.
Santana Minerals Limited also provides for Shareholders to lodge their proxy votes online. To do that,
Shareholders for both the ASX & NZX can log in to www.linkmarketservices.com.au using the holding details
(SRN, HIN, CRN or HRN) that will be available on the personalised Proxy Form dispatched by the Registry. Once
logged in, select Voting and follow the prompts to lodge your vote.
Proxy instructions must be received no later than 48 hours (9.00am (AEST) / 12.00pm (NZDT) on 24 November
2024) before the commencement of the AGM.
For further information, please contact the Company Secretary by telephone on +61 7 3221 7501 or by email at
admin@santanaminerals.com
On behalf of the Board, we look forward to welcoming you to the Meeting on 26 November 2024.
Yours sincerely
Santana Minerals
Craig McPherson
Company Secretary
Santana Minerals Limited
ACN 161 946 989
Notice of 2024 Annual General Meeting and Explanatory Memorandum
Date of Meeting: 26 November 2024
Time of Meeting: 9.00am (AEST) / 12.00pm (NZDT)
Place of Meeting: The offices of MUFG Pension and Market Services
(formerly Link Market Services), Level 30, PwC Tower,
15 Customs Street West, Auckland
and online at https://meetings.linkgroup.com/SMI24
Notice of Annual General Meeting
2
Notice is given that the Annual General Meeting of Shareholders of Santana Minerals Limited
ACN 161 946 989 (Company) will be held physically at the offices of MUFG Pension and
Market Services (formerly Link Market Services), Level 30, PwC Tower, 15 Customs Street West,
Auckland and online at https://meetings.linkgroup.com/SMI24 on 9.00am (AEST) / 12.00pm
(NZDT).
The Meeting will be held as a hybrid meeting, with participation both in person and online using
the virtual meeting technology of the Company’s share registry, MUFG Pension and Market
Services (formerly Link Market Services).
Shareholders who attend the Meeting online are taken to be present and will be able to ask
questions and vote on Resolutions in real time.
Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the
meaning ascribed to them in the Glossary contained at the end of the Explanatory
Memorandum.
This Notice of Meeting should be read in its entirety, together with the Explanatory
Memorandum and the enclosed proxy form.
Instructions for attendance at the Meeting Online
If attending the Meeting online, MUFG recommends logging into the online platform
provided by MUFG at least 15 minutes prior to the schedule start time for the Meeting using
the instructions below:
• Enter https://meetings.linkgroup.com/SMI24 into a web browser on your computer or
online device;
• Shareholders will need their SRN or HIN for the Australian Register and their CRN or HRN
or the New Zealand Register, which is printed at the top of the voting form; and
• Proxyholders will need their proxy code which MUFG will provide via email no later
than 24 hours prior to the Meeting.
Shareholders electing to attend the Meeting online are requested to participate via the
online platform provided by MUFG at https://meetings.linkgroup.com/SMI24 or via the
appointment of a proxy.
If you wish to ask a question or make a comment verbally rather than via the online platform,
a questions and comments phone line will be available during the Meeting. To utilise the
questions and comments line, please call MUFG on 1800 875 033 (inside Australia) or +61 2
9189 8867 (outside Australia) to register your participation and obtain the required access
code.
Further information on how to participate and vote online is set out in the Online Meeting
Guide. That Guide is available at https://santanaminerals.com/investors/investor-centre/, and
has been lodged with the ASX, together with this Notice of Meeting.
Financial Reports
To receive and consider the Company’s Annual Report comprising the Directors’ Report and
Auditor’s Report, Directors’ Declaration, Consolidated Statement of Profit or Loss and Other
Comprehensive Income, Consolidated Statement of Financial Position, Consolidated
Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to the
Consolidated Financial Statements for the Company for the financial year ended 30 June
2024. The Company’s reports can be accessed on the Company’s website at
https://santanaminerals.com/.
Notice of Annual General Meeting
3
1. Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
Advisory Resolution:
“That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes,
the Remuneration Report for the year ended 30 June 2024 (as set out in the Directors’ Report)
be adopted.”
Note: The vote on this Resolution 1 is advisory only and does not bind the Directors or the
Company.
Voting exclusion: The Company will disregard any votes cast (in any capacity) on Resolution 1 by,
or on behalf of, any person who is either a member of the Key Management Personnel, for whom
details of their remuneration are included in the Remuneration Report, or a Closely Related Party
of such a member, unless:
(a) 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
(b) it is cast by the Chair as proxy for a person who is entitled to vote, and the appointment of
the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with the remuneration of a member of the Key
Management Personnel.
Additionally, the Company will disregard any votes cast on Resolution 1 by any person appointed
as a proxy by any person who is either a member of the Key Management Personnel or a Closely
Related Party of such a member, unless:
(a) 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
(b) it is cast by the Chair 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.
For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity
of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In
particular, Shareholders who intend to appoint the Chair as their proxy (including an appointment
by default) are encouraged to direct the Chair as to how to vote on all Resolutions.
If the Chair is appointed, or is taken to have been appointed, as your proxy, you can direct the
Chair to vote for, against or abstain from voting on Resolution by marking the appropriate box
opposite Resolution 1 on the proxy form.
However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be
deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of
Resolution 1. This express authorisation acknowledges that the Chair may vote your proxy even
though:
(a) Resolution 1 is connected directly or indirectly with the remuneration of a member of the
Key Management Personnel; or
(b) the Chair may have an interest in Resolution 1.
Notice of Annual General Meeting
4
ORDINARY BUSINESS
2. Resolution 2 – Election of Mr Damian Spring
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That Mr Damian Spring, who was appointed as an additional director under the Company’s
constitution and Listing Rule 14.4 and, being eligible, offers himself for election, is elected as a
director.”
3. Resolution 3 – Election of Mr Samuel Smith
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That Mr Samuel Smith, who was appointed as an additional director under the Company’s
constitution and Listing Rule 14.4 and, being eligible, offers himself for election, is elected as a
director.”
By order of the Board
Mr Craig McPherson
Company Secretary
Santana Minerals Limited
25 October 2024
Explanatory Memorandum
5
The following notes and the Explanatory
Memorandum form part of the Notice of
Meeting.
Voting and Attendance Entitlement
The Board has determined that those persons
who are registered as holding Shares as at
7.00pm (AEDT) on 24 November 2024, will be
entitled to attend and vote at the Meeting.
Accordingly, transactions registered after that
time will be disregarded in determining
entitlements to attend and vote at the Meeting.
Shareholders may vote by:
(a) Attending the Meeting in person.
(b) Attending the Meeting online by using
the online platform (see ‘Instructions for
attendance at the Meeting Online’
above). Online voting will open between
the commencement of the Meeting at
9.00am (AEST) / 12.00pm (NZDT) on 26
November 2024 and the time at which
the Chair announces the closure of
voting.
(c) Appointing a proxy to attend and vote
on your behalf, using the enclosed proxy
form.
If more than one joint holder of a Share is present
at the Meeting (whether personally, by proxy, by
attorney or by representative) and tenders a
vote, only the vote of the joint holder whose
name appears first on the register will be
counted.
Action to be Taken by Shareholders
A Shareholder who is entitled to attend and vote
at the Meeting may appoint a person, who need
not be a Shareholder of the Company, as the
Shareholder’s proxy to attend and vote on
behalf of the Shareholder.
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 you wish to indicate how your proxy should
vote, please mark the appropriate boxes on the
proxy form. If in respect of any of the items of
business you do not direct your proxy how to
vote, you are directing your proxy to vote as he
or she decides.
If you mark the abstain box for a particular item
you are directing your proxy to not vote on your
behalf and your Shares will not be counted in
computing the required majority in the event of
a poll.
For proxies without voting instructions that are
exercisable by the Chair, the Chair intends to
vote those proxies in favour of the Resolutions.
The Chair will be deemed to be appointed
where a signed proxy form is returned that does
not contain the name of the proxy or where the
person appointed on the form is absent from the
Meeting.
A proxy form accompanies this Notice of
Meeting. Should you wish to appoint a proxy,
please complete the proxy form and return it at
least 48 hours before the Meeting, being no later
than 9.00am (AEST) / 12.00pm (NZDT) on 24
November 2024 to:
(a) if online:
https://investorcentre.linkgroup.com/
(b) if by fax: on +61 2 9287 0309; or
(c) if by mail:
Santana Minerals Limited
C/- MUFG Pension and Market Services
Locked Bag A14
Sydney South NSW 1235
Australia
If the appointment is signed by an attorney, the
power of attorney or a certified copy of it must
be sent with the proxy form.
Corporate Representatives
A Shareholder which is a corporation may
appoint an individual to act as its representative
to attend and vote at the Meeting. The
appointment must comply with section 250D of
the Corporations Act, meaning that Company
will require a Certificate of Appointment of
Corporate Representative executed in
accordance with section 250D of the
Corporations Act. The completed certificate
should be lodged with Company’s share registry
before the Meeting or at the registration desk on
the day of the Meeting.
Polls
All Resolutions will be determined by way of a
poll and as such, every Shareholder shall have
one vote for every Share registered in their name
as at 7.00pm (AEDT) on 24 November 2024.
Required Majority
Each of Resolutions 1 to 3 (inclusive) are Ordinary
Resolutions, requiring a simple majority of the
votes cast by Shareholders entitled to vote on
them.
Explanatory Memorandum
Limited Audience
6
General
All Shareholders are invited to attend the
Meeting (either in person or online) or, if they are
unable to attend in person, to sign and return the
proxy form to the Company in accordance with
the instructions set out on the proxy form.
Shareholders, their proxy or corporate
representatives who plan on attending the
Meeting are asked to arrive at the venue at least
30 minutes prior to the time the Meeting is
scheduled to commence, so that Shareholders
can be checked against the Company’s share
register, or appointment as proxy, attorney or
corporate representative can be verified and
their attendance noted.
Explanatory Memorandum
7
This Explanatory Memorandum contains an explanation of, and information about, the
Resolutions to be considered at the General Meeting. Shareholders should read this
Explanatory Memorandum in full. This Explanatory Memorandum forms part of the
accompanying Notice of Meeting and should be read with the Notice of Meeting.
This Explanatory Memorandum does not take into account the individual investment
objectives, financial situation and needs of individual Shareholders or any other person. If you
are in any doubt about what to do in relation to the Resolutions, you should consult your
financial or other professional adviser.
Capitalised words used in the Notice of Meeting and in this Explanatory Memorandum are
defined in the Glossary section at the end of this Explanatory Memorandum. Unless otherwise
stated, all references to sums of money, '$' and 'dollars' are references to Australian currency.
Resolution 1 – Remuneration Report
In accordance with section 250R of the Corporations Act, the Board has submitted its
Remuneration Report to Shareholders for consideration and adoption by way of a non-
binding Advisory Resolution.
The Remuneration Report is set out in the Directors’ Report section of the Annual Report at
pages 30 to 35 (inclusive), for the period ending 30 June 2024. The Annual Report is available
to download on the Company’s website, https://santanaminerals.com/.
The Remuneration Report:
(a) explains the Board’s policy for determining the nature and amount of remuneration of
Key Management Personnel of the Company;
(b) explains the relationship between the Board’s remuneration policy and the Company’s
performance;
(c) sets out remuneration details for each member of Key Management Personnel of the
Company; and
(d) details and explains any performance conditions applicable to the remuneration of Key
Management Personnel of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the
Meeting.
At the 2023 Annual General Meeting of the Company, more than 99% of the votes cast were
in favour of the Remuneration Report.
In the interests of good corporate governance, the Directors abstain, from making a
recommendation in relation to this Resolution 1.
A vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.
Resolution 2 – Re-Election of Mr Damian Spring
Clause 50.1 of the Constitution provides that the Directors may appoint any person as a
Director to fill a casual vacancy or as an addition to the existing Directors. A Director
appointed under clause 50.1 of the Constitution holds office until the end of the next annual
general meeting of the Company, at which the Director may be re-elected.
Mr Spring was appointed as an additional Director of the Company on 1 January 2024.
Accordingly, Mr Spring holds office only until the end of the Meeting and offers himself for
Explanatory Memorandum
8
election to the Board. Mr Spring is Executive Director and Chief Executive Officer of the
Company. His qualifications are set out below:
Mr Spring holds a Bachelor of Engineering (Mining) from the University of Auckland
and is a fellow of the Australasian Institute of Mining and Metallurgy (AusIMM) as well
as holding a First Class Mine Manager certificate in New Zealand and Western
Australia. He has vast experience in the precious metals sectors in New Zealand,
Australia and Argentina, in executive management roles as well as senior consulting
roles. Damian’s more recent experience has involved integrating mining operations
with environmental, community and regulatory compliance in New Zealand.
The Directors (Mr Spring abstaining) recommend that Shareholders vote in favour of
Resolution 2 and advise that they intend to vote any Shares that they own or control in favour
of Resolution 2.
The Chair intends to vote all undirected proxies in favour of Resolution 2.
Resolution 3 –Election of Mr Samuel Smith
Clause 50.1 of the Constitution provides that the Directors may appoint any person as a
Director to fill a casual vacancy or as an addition to the existing Directors. A Director
appointed under clause 50.1 of the Constitution holds office until the end of the next annual
general meeting of the Company, at which the Director may be re-elected.
Mr Smith was appointed as an additional Director of the Company on 1 January 2024.
Accordingly, Mr Spring holds office only until the end of the Meeting and offers himself for
election to the Board. His qualifications are set out below:
Mr Smith is a mining engineer having graduated with a Diploma of Mining Engineering
from the University of New South Wales, and also holds a Bachelor of Communications
and an MBA from Edith Cowan University. Mr Smith has broad experience in open pit
and underground mining disciplines. He has worked extensively for contracting and
mining companies at projects throughout Australia and overseas, and has also held
significant executive roles, including CEO of Breaker Resources Limited where he was
an integral part of the successful merger with Ramelius Resources Limited.
The Directors (Mr Smith abstaining) recommend that Shareholders vote in favour of
Resolution 3 and advise that they intend to vote any Shares that they own or control in favour
of Resolution 2.
The Chair intends to vote all undirected proxies in favour of Resolution 3.
Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be
directed to Craig McPherson (Company Secretary): Level 1, 371 Queen Street, Brisbane QLD
4000 Ph: 3221 7501.
Explanatory Memorandum
9
4. Glossary
Advisory Resolution means a Resolution which, the result of voting by Shareholders, does not
bind the Company.
AEST means Australian Eastern Standard Time.
Associate has the meaning given to that term in the Corporations Act.
ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by ASX
Limited (as the context requires).
Board means the board of Directors of the Company.
Chair means the chair of the Meeting.
Closely Related Party means, of a member of the Key Management Personnel:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the
member or be influenced by the member, in the member’s dealings with the
Company;
(e) a company the member controls; or
(f) a person prescribed by the regulations for the purpose of the above definition.
Company means Santana Minerals Limited ACN 161 946 989.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company as at the date of this Explanatory Memorandum.
Directors’ Report means the document entitled ‘Directors’ Report’ contained within pages 30 to
35 (inclusive) of the Annual Report.
Explanatory Memorandum means this explanatory memorandum that accompanies, and
forms part of, the Notice of Meeting.
General Meeting or Meeting means the annual general meeting of the Company to be
convened by the Notice of Meeting.
Key Management Personnel means those persons having authority and responsibility for
planning, directing and controlling the activities of the Company, directly or indirectly,
including any Director (whether executive or otherwise);
Listing Rules means the listing rules of the ASX.
Notice of Meeting means the notice convening the general meeting of Shareholders that
accompanies this Explanatory Memorandum.
Ordinary Resolution means a resolution passed by more than 50% of the votes at a general
meeting of Shareholders.
Related Party has the meaning given to that term in the Listing Rules.
Resolution means a resolution referred to in this Notice of Meeting.
Remuneration Report means the section of the Directors’ Report in the Annual Report dealing
with the remuneration of the Company’s Directors, Company Secretary and senior
executives described as ‘Remuneration Report’.
Shareholder means a holder of a Share.
SMI PRX2402N
*SMI PRX2402N*
I/We being a member(s) of Santana Minerals Limited and entitled to attend and vote hereby appoint:
PROXY FORM
STEP 1
STEP 3
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the
form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)Director
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
LODGE YOUR VOTE
ONLINE
https://investorcentre.linkgroup.com
BY MAIL
Santana Minerals Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
Level 12, 680 George Street, Sydney NSW 2000
ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
STEP 2
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an
T
* 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.
1 Remuneration Report
2 Election of Mr Damian Spring
3 Election of Mr Samuel Smith
Resolutions
VOTING DIRECTIONS
ForAgainstAbstain*
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our
behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy
sees fit) at the Annual General Meeting of the Company to be held at 9:00am (AEST) on Tuesday, 26 November 2024 (the Meeting) and at any postponement
or adjournment of the Meeting.
The Meeting will be conducted as a hybrid event. You can participate by attending in person at at the offices of MUFG Pension and Market Services
(formerly Link Market Services), Level 30, PwC Tower, 15 Customs Street West, Auckland or logging in online at https://meetings.linkgroup.com/
SMI24 (refer to details in the Virtual Annual General Meeting Online Guide).
Important for Resolution 1: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention
below, you expressly authorise the Chairperson of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly
or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP). Refer to voting exclusion statement overleaf.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
APPOINT A PROXY
the Chairman of the
Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your
proxy, please write the name and email of the person or body corporate
you are appointing as your proxy. An email will be sent to your
appointed proxy with details on how to access the virtual meeting,
Name
Email
*X99999999999*
X99999999999
ABN 37 161 946 989
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share
register. If this information is incorrect, please make the correction on
the form. Shareholders sponsored by a broker should advise their broker
of any changes. Please note: you cannot change ownership of your
shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark
the box in Step 1. If you wish to appoint someone other than the Chairman
of the Meeting as your proxy, please write the name and email of that
individual or body corporate in Step 1. A proxy need not be a shareholder
of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default
to the Chairman of the Meeting, who is required to vote those proxies as
directed. Any undirected proxies that default to the Chairman of the
Meeting will be voted according to the instructions set out in this Proxy
Form, including where the Resolution 1 connected directly or indirectly
with the remuneration of KMP.
Voting Exclusion Statements (Resolution 1) – Sections 200E and 224
of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes
cast, (in any capacity) on Resolution 1 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.
However, this does not apply to a vote cast on Resolution 1 by:
(a) a person as a proxy appointed in writing that specifies how the proxy
is to vote on the Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the
Resolution or an Associate of such a person.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the
boxes opposite each item of business. All your shares will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any item by inserting the percentage or
number of shares you wish to vote in the appropriate box or boxes. If you
do not mark any of the boxes on the items of business, your proxy may
vote as he or she chooses. If you mark more than one box on an item your
vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the
Meeting and vote on a poll. If you wish to appoint a second proxy, an
additional Proxy Form may be obtained by telephoning the Company’s
share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the
percentage of your voting rights or number of shares applicable to that
form. If the appointments do not specify the percentage or number of
votes that each proxy may exercise, each proxy may exercise half your
votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either
shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the
Power of Attorney with the registry. If you have not previously lodged this
document for notation, please attach a certified photocopy of the Power
of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole
Company Secretary, this form must be signed by that person. If the
company (pursuant to section 204A of the Corporations Act 2001) does
not have a Company Secretary, a Sole Director can also sign alone.
Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please indicate the office held by signing
in the appropriate place.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed)
must be received at an address given below by 9:00am (AEST) on
Sunday, 24 November 2024, being not later than 48 hours before
the commencement of the Meeting. Any Proxy Form received after
that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
https://investorcentre.linkgroup.com
Login to the Link website using the holding details as shown
on the Proxy Form. Select ‘Voting’ and follow the prompts to
lodge your vote. To use the online lodgement facility,
shareholders will need their “Holder Identifier” - Shareholder
Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically
for voting online. You can now lodge
your proxy by scanning the QR code
adjacent or enter the voting link
https://investorcentre.linkgroup.com
into your mobile device. Log in using the
Holder Identifier and postcode for your
shareholding.
QR Code
To scan the code you will need a QR code reader application
which can be downloaded for free on your mobile device.
BY MAIL
Santana Minerals Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to Link Market Services Limited*
Level 12
680 George Street
Sydney NSW 2000
*During business hours Monday to Friday (9:00am - 5:00pm)
IMPORTANT INFORMATION
Link Group is now known as MUFG Pension & Market Services. Over the
coming months, Link Market Services will progressively rebrand to its
new name MUFG Corporate Markets, a division of MUFG Pension &
Market Services.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the
appropriate “Certificate of Appointment of Corporate Representative”
must be received at registrars@linkmarketservices.com.au
prior to
admission in accordance with the Notice of Annual General Meeting. A
form of the certificate may be obtained from the Company’s share registry
or online at www.linkmarketservices.com.au.
SMI PRX2402N
*SMI PRX2402N*
I/We being a member(s) of Santana Minerals Limited and entitled to attend and vote hereby appoint:
PROXY FORM
STEP 1
STEP 3
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the
form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)Director
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
STEP 2
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an
T
* 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.
1 Remuneration Report
2 Election of Mr Damian Spring
3 Election of Mr Samuel Smith
Resolutions
VOTING DIRECTIONS
ForAgainstAbstain*
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our
behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy
sees fit) at the Annual General Meeting of the Company to be held at 9:00am (AEST) on Tuesday, 26 November 2024 (the Meeting) and at any postponement
or adjournment of the Meeting.
The Meeting will be conducted as a hybrid event. You can participate by attending in person at at the offices of MUFG Pension and Market Services
(formerly Link Market Services), Level 30, PwC Tower, 15 Customs Street West, Auckland or logging in online at https://meetings.linkgroup.com/
SMI24 (refer to details in the Virtual Annual General Meeting Online Guide).
Important for Resolution 1: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention
below, you expressly authorise the Chairperson of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly
or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP). Refer to voting exclusion statement overleaf.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
APPOINT A PROXY
the Chairman of the
Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your
proxy, please write the name and email of the person or body corporate
you are appointing as your proxy. An email will be sent to your
appointed proxy with details on how to access the virtual meeting,
Name
Email
LODGE YOUR VOTE
ONLINE
https://investorcentre.linkgroup.com
BY MAIL
Santana Minerals Limited
C/- Link Market Services Limited
PO BOX 91976
Auckland 1142
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
ALL ENQUIRIES TO
Telephone: +64 9 375 5998
*X99999999999*
X99999999999
ABN 37 161 946 989
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share
register. If this information is incorrect, please make the correction on
the form. Shareholders sponsored by a broker should advise their broker
of any changes. Please note: you cannot change ownership of your
shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark
the box in Step 1. If you wish to appoint someone other than the Chairman
of the Meeting as your proxy, please write the name and email of that
individual or body corporate in Step 1. A proxy need not be a shareholder
of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default
to the Chairman of the Meeting, who is required to vote those proxies as
directed. Any undirected proxies that default to the Chairman of the
Meeting will be voted according to the instructions set out in this Proxy
Form, including where the Resolution 1 connected directly or indirectly
with the remuneration of KMP.
Voting Exclusion Statements (Resolution 1) – Sections 200E and 224
of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes
cast, (in any capacity) on Resolution 1 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.
However, this does not apply to a vote cast on Resolution 1 by:
(a) a person as a proxy appointed in writing that specifies how the proxy
is to vote on the Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the
Resolution or an Associate of such a person.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the
boxes opposite each item of business. All your shares will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any item by inserting the percentage or
number of shares you wish to vote in the appropriate box or boxes. If you
do not mark any of the boxes on the items of business, your proxy may
vote as he or she chooses. If you mark more than one box on an item your
vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the
Meeting and vote on a poll. If you wish to appoint a second proxy, an
additional Proxy Form may be obtained by telephoning the Company’s
share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the
percentage of your voting rights or number of shares applicable to that
form. If the appointments do not specify the percentage or number of
votes that each proxy may exercise, each proxy may exercise half your
votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either
shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the
Power of Attorney with the registry. If you have not previously lodged this
document for notation, please attach a certified photocopy of the Power
of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole
Company Secretary, this form must be signed by that person. If the
company (pursuant to section 204A of the Corporations Act 2001) does
not have a Company Secretary, a Sole Director can also sign alone.
Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please indicate the office held by signing
in the appropriate place.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed)
must be received at an address given below by 9:00am (AEST) on
Sunday, 24 November 2024, being not later than 48 hours before
the commencement of the Meeting. Any Proxy Form received after
that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
https://investorcentre.linkgroup.com
Login to the Link website using the holding details as shown
on the Proxy Form. Select ‘Voting’ and follow the prompts to
lodge your vote. To use the online lodgement facility,
shareholders will need their “Holder Identifier” - Shareholder
Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically
for voting online. You can now lodge
your proxy by scanning the QR code
adjacent or enter the voting link
https://investorcentre.linkgroup.com
into your mobile device. Log in using the
Holder Identifier and postcode for your
shareholding.
QR Code
To scan the code you will need a QR code reader application
which can be downloaded for free on your mobile device.
BY MAIL
Santana Minerals Limited
C/- Link Market Services Limited
PO BOX 91976
Auckland 1142
BY FAX
+61 2 9287 0309
BY HAND
delivering it to Link Market Services Limited*
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
*During business hours Monday to Friday (9:00am - 5:00pm)
IMPORTANT INFORMATION
Link Group is now known as MUFG Pension & Market Services. Over the
coming months, Link Market Services will progressively rebrand to its
new name MUFG Corporate Markets, a division of MUFG Pension &
Market Services.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the
appropriate “Certificate of Appointment of Corporate Representative”
must be received at registrars@linkmarketservices.com.au
prior to
admission in accordance with the Notice of Annual General Meeting. A
form of the certificate may be obtained from the Company’s share registry
or online at www.linkmarketservices.com.au.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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