Notice of Meeting & Proxy Form - Highlands Pacific

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NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 16 th Annual General Meeting of shareholders of Highlands Pacific Limited will be held at the Grand Papua Hotel, Mary Street, Port Moresby, Papua New Guinea on Thursday, 16 th May 2013 at 10:00am. BUSINESS 1. To receive accounts and reports A G E N D A To receive and consider the accounts (including the statement of financial position and statement of comprehensive income) for the year ended 31 December 2012, together with the reports of the Directors and the Auditors thereon and, if thought fit, pass the following resolution: “That the accounts (including the statement of financial position and statement of comprehensive income) for the year ended 31 December 2012 are hereby adopted”. 2. Election of Director – Bartholomew Philemon To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That Mr Bartholomew Philemon, retiring in accordance with Regulation 10.6 of the Company’s Constitution and being eligible, is elected as a Director of the Company”. 3. Election of Director – Ken MacDonald To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That Mr Ken MacDonald, retiring in accordance with Regulation 10.3(b) of the Company’s Constitution and being eligible, is elected as a Director of the Company”. 4. Election of Director – Dan Wood To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That Mr Dan Wood, retiring in accordance with Regulation 10.3(b) of the Company’s Constitution and being eligible, is elected as a Director of the Company”. 2
NOTICE OF ANNUAL GENERAL MEETING 5. Approval of Auditors To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That Messrs PricewaterhouseCoopers be appointed as Auditors of the Company”. 6. Approval of issue of performance rights to Managing Director To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That, in accordance with ASX Listing Rule 10.14, the issue of 2,600,000 performance rights to Mr John Gooding, Managing Director of the Company, under the Highlands Pacific Performance Rights Plan in accordance with the terms described in the Explanatory Memorandum is approved.” NOTES The Company will, in accordance with ASX Listing Rule 14.11 of the Listing Rules, disregard any votes cast in respect of this resolution by a Director of the entity – except one who is ineligible to participate in any employee incentive scheme in relation to the entity; and an associate of that person (or those persons). However, the Company will not disregard any votes on the resolution if: • It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a directions on the proxy form to vote as the proxy 7. Ratification of Private Placement of Shares To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That, for the purpose of ASX Listing Rule 7.4, shareholders ratify the allotment and issue of a total of 102,930,373 ordinary fully paid shares to Papua New Guinea Sustainable Development Program Limited on 9 July 2012, in accordance with the terms described in the Explanatory Memorandum.” NOTES The Company will, in accordance with ASX Listing Rule 14.11 of the Listing Rules, disregard any votes cast in respect of this resolution by Papua New Guinea Sustainable Development Program Limited and any associates of Papua New Guinea Sustainable Development Program Limited. However, the Company will not disregard any votes on the resolution if: • It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a directions on the proxy form to vote as the proxy decides. 3
Page 1: HIGHLANDS PACIFIC LIMITED NOTICE OF
Page 5 and 6: NOTICE OF ANNUAL GENERAL MEETING Pr
Page 7 and 8: RESOLUTION 4 ELECTION OF DIRECTOR -
Page 9 and 10: Other Conditions Vested PRs will be
Page 11 and 12: Issue Date The PRs, if approved, wi
Page 13 and 14: ) if the securities are not issued
Page 15 and 16: RESOLUTION 9 INCREASE IN NON-EXECUT
Page 17: MR SAM SAMPLE FLAT 123 123 SAMPLE S

Notice of Meeting & Proxy Form - Highlands Pacific

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