NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT
Date
Friday, 19 November 2021
Time
2.00pm Australian Eastern Daylight Time (AEDT)
Venue
Safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government regulations and ASIC recommendations during the COVID 19 pandemic, we will hold this Annual General Meeting by way of live video conference. There will be no physical meeting.
Shareholders wishing to attend the online meeting need to email the Company at info@jupiterenergy.com.auto register. Your email must include your registered shareholding name and address.
Your vote is important
The business of the Annual General Meeting affects your shareholding and your vote is important.
Voting in person
As the Meeting will be held online, voting in person will not apply, and you are encouraged to lodge a proxy vote beforehand.
Voting by proxy
To vote by proxy, please complete and sign the accompanying Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 2021 Annual General Meeting of Shareholders of Jupiter Energy Limited will be held online at 2.00pm Australian Eastern Daylight Time (AEDT), on Friday, 19 November 2021.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Chair of the Meeting will be voting all undirected proxies in favour of the Resolutions.
AGENDA
2021 Financial Statements
To consider and receive the financial statements of the Company for the year ended 30 June 2021, consisting of the Financial Report and the Reports of the Directors and Auditor.
Resolution 1: Remuneration Report
To consider and, if thought fit, to pass the following Resolution as a non-binding,advisory ordinary resolution:
"That, the Remuneration Report for the year ended 30 June 2021 is adopted."
Voting Exclusion: The Company will, in accordance with the requirements of the Corporations Act, disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel (KMP's) named in the Company's Remuneration Report or that KMP's Closely Related Parties, unless the vote is as a proxy and is not cast on behalf of such a person and the person:
- is appointed as a proxy by writing that specifies the way the proxy is to vote; or
- is the Chair of the meeting and the appointment of the Chair as proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 2: Election of Mr. Mark Ewing
To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
"That Mr. Mark Ewing, a Director who was casually appointed on 24 November 2020, retires in accordance with clause 13.4 of the Company's Constitution and, being eligible offers himself for re-election, is appointed a Director of the Company."
Resolution 3: Re-Election of Mr. Alexey Kruzhkov
To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
"That Mr. Alexey Kruzhkov, a Director who retires in accordance with clause 13.2 of the Company's Constitution and, being eligible offers himself for re-election, is appointed a Director of the Company."
Resolution 4: Additional 10% Placement Capacity
To consider and, if thought fit, to pass the following Resolution as a special resolution:
"That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 on the terms and conditions set out in the Explanatory Statement."
The directors believe the Resolutions are in the best interests of the Company and unanimously recommend Shareholders vote in favour of the Resolutions.
A Proxy Form accompanies this Notice.
To be valid, properly completed forms must be received by the Company no later than 2.00pm Australian Eastern Daylight Time (AEDT) on Wednesday, 17 November 2021.
By Order of the Board
Geoff Gander
Executive Chairman
Entitlement to Vote
The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulation 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7pm AEDT on Wednesday, 17 November 2021.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Definitions.
Queries
If you have any queries about the meeting, the Resolution to be put to the meeting, how to lodge your proxy vote or register to attend the meeting online, please contact the Company by email at info@jupiterenergy.com.au
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted online on Friday, 19 November 2021 at 2.00pm AEDT.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether to vote for or against the Resolutions in the Notice of Meeting.
Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary as contained in this Explanatory Statement.
2021 Financial Statements
As required by Section 317 of the Corporations Act, the financial statements of the Company for the year ended 30 June 2021 and the accompanying director's report and auditor's report will be tabled before the Meeting.
Neither the Corporations Act, not the Company's Constitution, requires a vote on the financial statements. However, Shareholders will be provided an opportunity to ask questions about the financial statements, including conduct of the audit, at the Meeting.
Resolution 1: Remuneration Report
The Corporations Act requires that at a listed company's Annual General Meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors of the company.
The Remuneration Report sets out the Company's remuneration arrangements for Key Management Personnel of the Company. The Remuneration Report is part of the Directors' Report contained in the annual financial report of the Company for the financial year ending 30 June 2021. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.
Voting consequences
Under the Corporations Act, if at least 25% of the votes cast on a remuneration report resolution are voted against the adoption of the remuneration report in two consecutive Annual General Meetings, the company will be required to put to shareholders a resolution proposing the calling of an Extraordinary General Meeting to consider the appointment of directors of the company at the second Annual General Meeting (Spill Resolution).
If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the Extraordinary General Meeting (Spill Meeting) within 90 days of the second Annual General Meeting. All of the directors of the company who were in office when the Directors' Report (as included in the Company's annual financial report for the financial year ended immediately before the second Annual General Meeting) was approved, other than the executive directors of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved by the shareholders will be the directors of the company.
As less than 25% of the votes cast at the 2020 Annual General Meeting were voted against the adoption of the remuneration report, a Spill Resolution is not relevant for this meeting.
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