Announcement PDF HASTINGS TECHNOLOGY METALS LIMITED ACN 122 911 399 NOTICE OF ANNUAL GENERAL MEETING TIME: 11.00 am WST DATE: 21 November 2023 PLACE: The Boardroom, Level 3, 5 Mill Street Perth WA 6000 To attend the meeting online please register at: https://hastingstechmetals.com/agm/ The business of the Meeting affects your shareholding and your vote is important. 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. Shareholders will be able to attend the meeting online, however there will be no online voting. Shareholders are strongly encouraged to lodge their completed proxy form in accordance with the instructions in this Notice of Meeting. This Notice of Meeting can www.hastingstechmetals.com be accessed on the Company’s website at Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6117 6118. 1 CONTENTS PAGE Business of the Meeting (setting out the proposed Resolutions) Voting Exclusions Explanatory Statement (explaining the proposed Resolutions) Glossary 4 5 9 22 IMPORTANT INFORMATION TIME AND PLACE OF MEETING Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00 am WST on 21 November 2023 at Level 3 5 Mill Street Perth WA 6000, and to attend online please register at https://hastingstechmetals.com/agm/ Shareholders are encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to Guy Robertson, Company Secretary at guy.robertson@hastingstechmetals.com at least 48 hours before the AGM. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect of Resolutions to be put before the meeting. YOUR VOTE IS IMPORTANT The business of the Annual General Meeting affects your shareholding and your vote is important. VOTING ELIGIBILITY The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 11.00 am (AWST) on 19 November 2023. VOTING BY PROXY 1. To be valid, the appointment of a proxy (made using a properly completed and executed Proxy Form) must be received by the Company no later than 11.00 am (AWST) on 19 November 2023, being not later than 48 hours before the commencement of the Meeting. 2. Proxy Forms can be submitted as follows: • Vote by going to https://investor.automic.com.au/#loginsah. • Email to meetings@automicgroup.com.au; • By mail to Hastings Technology Metals Limited at c/- Automic Pty Ltd, GPO Box 5193 Sydney NSW 2001; or • By hand to the Registrar, Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 business hours (Monday – Friday, 8:30am – 5pm (AWST)). • By facsimile +61 2 8583 3040 Instructions on how to complete the Proxy Form are on the reverse of the Proxy Form attached to this Notice. 2 3. If you do not mark a box, your proxy may vote as they choose on that item. However, if you intend to appoint a member of the Key Management Personnel as your proxy, please ensure that you direct them how to vote on Resolution 1. 4. If the Chairman of the meeting is your proxy (or he becomes your proxy by default), you will be taken to have expressly authorised him to exercise your proxy in relation to Resolution 1 (Adoption of the Remuneration Report) even though the Chairman is connected directly or indirectly with the remuneration of a director or member of the key management personnel of the Hastings Group. Shareholders will be informed of the proxy position and the manner in which the Chairman intends to vote undirected proxies at the meeting. 5. Voting by corporate representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority must be emailed to info@hastingstechmetals.com, with the corporate shareholder’s request to register for the Meeting. 6. Voting by attorney A Shareholder entitled to vote at the Meeting is entitled to appoint an attorney to join and vote at the Meeting on the Shareholder’s behalf. An attorney need not be a holder of Shares. An instrument conferring the power of attorney or a certified copy of the authority must be emailed to info@hastingstechmetals.com with your request to register for the Meeting. At the meeting, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company and on the Remuneration Report. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor, PriceWaterhouseCoopers, questions about the content of its report, and the conduct of its audit of the Company, for the year. By order of the Board Guy Robertson Joint Company Secretary Hastings Technology Metals Ltd 20 October 2023 3 BUSINESS OF THE MEETING AGENDA ORDINARY BUSINESS 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass the following Resolution as a nonbinding Resolution: “That, for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the Remuneration Report.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. 3. RESOLUTION 2 : RE-ELECTION OF DIRECTOR – MR GUY ROBERTSON To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution: “That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Guy Robertson, who retires by rotation, and being eligible, is reelected as a Director.” 4. RESOLUTION 3 : RE-ELECTION OF DIRECTOR – MR BRUCE MCFADZEAN To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution: “That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Bruce McFadzean, who retires by rotation, and being eligible, is re-elected as a Director.” 5. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF 202,650 SHARES To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution: 'That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the issue of 202,650 Shares to Cadence on the terms and conditions set out in the Explanatory Memorandum.' 4 6. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF 50,000 SHARES To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution: 'That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the issue of 50,000 Shares to Mr Andrew Reid under Listing Rule 7.1 on the terms and conditions set out in the Explanatory Memorandum.' 7. RESOLUTION 6 – ADOPTION OF INCENTIVE PLAN To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution: “That, for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, approval is given for the Company to adopt the Incentive Plan and the issue of up to 6,468,333 equity securities under the Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum.” 8. RESOLUTION 7 – REPLACEMENT OF CONSTITUTION To consider and, if thought fit, to pass the following Resolution as a special Resolution: “That for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes, effective from the day on which this Resolution is passed.” 5 VOTING EXCLUSION AND VOTING PROHIBITION STATEMENTS The Company will disregard any votes cast in favour of the Resolutions by or on behalf of the following persons: RESOLUTION PERSONS EXCLUDED FROM VOTING 1. Remuneration Report The Company will disregard any votes cast on this Resolution by or on behalf of: • • a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2023; or a closely related party of a member of the Key Management Personnel. However, this does not apply to a vote cast in favour of this Resolution by: • • 4. Approval to 202,650 issue shares a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides and the appointment expressly authorizes 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. The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • • Cadence Minerals Plc; or an associate of Cadence Minerals Plc. However, this does not apply to a vote cast in favour of this Resolution by: • • • 6 a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION PERSONS EXCLUDED FROM VOTING 5. Ratification of issue of 50,000 shares The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • • Andrew Reid; or an associate of Andrew Reid. However, this does not apply to a vote cast in favour of this Resolution by: • • • 7 a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION PERSONS EXCLUDED FROM VOTING 6. Approval of Equity Incentive Plan Voting Exclusion Statement The Company will disregard any votes cast (in any capacity) in favour of this Resolution by or on behalf of any of the following persons: • • any person (or their nominee) who is eligible to participate in the Hastings Equity Incentive Plan; or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: • • • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides: or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: • • the proxy is either: o a member of the Key Management Personnel; or o a Closely Related Party of a member of the Key Management Personnel; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: • • 8 the proxy is the chair of the meeting; and the appointment expressly authorises the chair of the meeting to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.hastingstechmetals.com. 2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT 2.1 General Section 250R(2) of 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. A remuneration report sets out a company’s remuneration arrangements for its directors and senior management. The Company’s remuneration report forms part of the Directors’ report, which is contained in the annual financial report of the Company for the financial year ending 30 June 2023. Subject to the rules set out in Division 9 of Part 2G.2 of the Corporations Act described in section 2.2, Resolution 1 need only be an advisory vote of Shareholders and does not bind the Directors or the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report. However, the Board will take the outcome of the vote very seriously when considering the Company’s future remuneration policy. A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against the adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. 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 who were in office when the Directors' report was approved, other than the managing director 9 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 is approved will be the Directors of the Company. 2.3 Previous voting results As this is the Company’s first annual general meeting for the purposes of section 250R of the Corporations Act, there has not previously been a vote on the Remuneration Report. Accordingly, the Spill Resolution is not relevant for this Meeting. 2.4 Proxy Restrictions Pursuant to section 250BD of the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1. 2.5 Directors’ Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as set out in the Remuneration Report), the Board recommends that Shareholders adopt the Remuneration Report and vote in favour of this Resolution 1. 3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR GUY ROBERTSON 3.1 General Clause 13.2 of the Constitution requires that one third of the directors shall retire from office annually. Mr Guy Robertson will retire in accordance with clause 13.2 of the Constitution and being eligible seeks re-election. A brief profile of Mr Guy Robertson is set out in the Annual Report. 3.2 Directors’ Recommendation The Board recommends (with Mr Robertson abstaining) that Shareholders vote in favour of this Resolution 2. 4. RESOLUTION 3: RE-ELECTION OF DIRECTOR – MR BRUCE MCFADZEAN 4.1 General Clause 13.2 of the Constitution requires that one third of the directors shall retire from office annually, 10 Mr Bruce McFadzean will retire in accordance with clause 13.2 of the Constitution and being eligible seeks re-election. A brief profile of Mr Bruce McFadzean is set out in the Annual Report. 4.2 Directors’ Recommendation The Board recommends (with Mr McFadzean abstaining) that Shareholders vote in favour of this Resolution 3. 5. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF 202,650 SHARES 5.1 General On 23 June 2022, the Company announced it had reached an agreement with Cadence Minerals Plc (Cadence) to acquire the 30% interest Cadence held in the Yangibana joint venture tenements. The Company executed the Asset Sale Agreement (Asset Sale Agreement) with Cadence on 12 October 2022. Please refer to Schedule 2 for a summary of the material terms of the Asset Sale Agreement. In accordance with the Asset Sale Agreement, the Company was to issue fully paid ordinary Shares to the value of $9,000,000 based on the 30 day VWAP of Shares prior to settlement. The 30 day VWAP of Shares prior to settlement was $3.67. Accordingly, the Company issued 2,452,650 Shares on 25 January 2023. The Company had received shareholder approval on 30 November 2022 to issue 2,250,000 Shares, and issued the remaining balance of 202,650 Shares to Cadence under the Company’s Listing Rule 7.1 capacity. This Resolution seeks shareholder approval to ratify the issue of the 202,650 shares under Listing Rule 7.4. 5.2 Listing Rule 7.1 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue of the 202,650 Shares under the Asset Sale Agreement does not fit within any of the exceptions set out in Listing Rule 7.2. As it has not yet been approved by Shareholders, the issue of the 202,650 Shares effectively uses up part of the 15% limit in Listing Rule 7.1, thereby reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of those Shares. 5.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. 11 The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 202,650 Shares pursuant to the Asset Sale Agreement. 5.4 Information required by Listing Rule 14.1A If Resolution 4 is passed, the 202,650 Shares issued to Cadence will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 4 is not passed, the 202,650 Shares issued to Cadence will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date. 5.5 Information required by Listing Rule 7.5 The following information is provided in accordance with Listing Rule 7.5: (a) Name of the persons to whom the entity issued the securities The Shares were issued to Cadence. (b) The number and class of securities the entity issued 202,650 fully paid ordinary shares in the capital of the Company were issued on the same terms and conditions as the Company’s existing Shares and using the Company’s existing Listing Rule 7.1 capacity. (c) The date on which the securities were issued The Shares were issued on 25 January 2023 in accordance with the terms of the Asset Sale Agreement. (d) The price or other consideration the entity received for the issue No funds were raised from the issue as the 202,650 Shares were issued as part consideration for the acquisition by the Company of the 30% interest in the Yangibana joint venture tenements from Cadence. (e) Purpose of the issue and intended use of any funds raised The Shares were issued as part consideration for the acquisition by the Company of the 30% interest in the Yangibana joint venture tenements from Cadence. See resolution 4 of 2022 AGM Notice filed with ASX on 31 October 2022 for more information. (f) Summary of the material terms of the Asset Sale Agreement Please refer to Schedule 2 for a summary of the material terms of the Asset Sale Agreement. 12 Voting exclusion statement A voting exclusion statement is included in the Notice for Resolution 4. 5.6 Directors' recommendation The Directors recommend that Shareholders vote in favour of Resolution 4 as this will allow the Company to raise capital under Listing Rule 7.1 with the 202,650 Shares issued to Cadence excluded in calculating the number of Shares that can be issued under the Listing Rule 7.1 15% limit. 6. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF 50,000 SHARES 6.1 Background On 19 January 2023, the Company issued 50,000 shares as a performance bonus to Mr Andrew Reid, the former Chief Operating Officer of the Company, on his resignation from the Company. 6.2 Listing Rule 7.1 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue of the 50,000 Shares does not fit within any of the exceptions set out in Listing Rule 7.2. As it has not yet been approved by Shareholders, the issue of the 50,000 Shares effectively uses up part of the 15% limit in Listing Rule 7.1, thereby reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of those Shares. 6.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 50,000 Shares. 6.4 Information required by Listing Rule 14.1A If Resolution 5 is passed, the issue of the 50,000 Shares to Mr Reid will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date. 13 If Resolution 5 is not passed, the issue of the 50,000 Shares to Mr Reid will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date. 6.5 Information required by Listing Rule 7.5 The following information is provided in accordance with Listing Rule 7.5: (a) Name of the persons to whom the entity issued the securities The Shares were issued to Mr Andrew Reid. (b) The number and class of securities the entity issued 50,000 fully paid ordinary shares in the capital of the Company were issued on the same terms and conditions as the Company’s existing Shares and using the Company’s existing Listing Rule 7.1 capacity. (c) The date on which the securities were issued The Shares were issued on 19 January 2023. (d) The price or other consideration the entity received for the issue No funds were raised from the issue as the 50,000 Shares were issued to Mr Andrew Reid as a performance bonus on his resignation from the Company. (e) Purpose of the issue and intended use of any funds raised The 50,000 Shares were issued to Mr Andrew Reid as a performance bonus on his resignation from the Company. No funds were raised from the issue. (f) Voting exclusion statement A voting exclusion statement is included in the Notice for Resolution 5. 6.6 Directors' recommendation The Directors recommend that Shareholders vote in favour of Resolution 5 as this will allow the Company to raise capital under Listing Rule 7.1 with the 50,000 Shares issued to Mr Andrew Reid excluded in calculating the number of Shares that can be issued under the Listing Rule 7.1 15% limit. 7. RESOLUTION 6: ADOPTION OF INCENTIVE PLAN 7.1 Background The Directors consider that it is desirable to maintain as an employee incentive scheme, the Incentive Plan under which employees of the Company may be invited to participate and be issued equity securities, in order to ensure that 14 appropriate incentives are available to them and to strengthen the link between Shareholders’ returns and employees of the Company. As previously mentioned, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. Listing Rule 7.2 (exception 13) provides that Listing Rule 7.1 does not apply to an issue of equity securities under an employee incentive scheme if, within three years before the date of issue of the equity securities: (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus lodged with ASX; or (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception. Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus (in the case of (a) above) or in the notice of meeting (in the case of (b) above). The Company has previously adopted a Performance Rights Plan (the Rights Plan) which was first approved by Shareholders at the Annual General Meeting held on 28 November 2012 and subsequently approved by at Annual Gene