Santana Minerals Ltd logo

Notice of Annual General Meeting

AGM28 October 2024SMIMaterials

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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