2015 AGM Notice of Meeting and Proxy Form

  

 

ABN 50 078 652 632

 

 

 

 

 

 

Notice of Annual General Meeting

 

Wednesday, 25 November 2015

at 10:00am (WST)

 

at

 

The Celtic Club

First Floor, 48 Ord Street, West Perth

Western Australia

 

 

 

  

 

 

 

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 25 November 2015 at 10:00am (WST), to conduct the business set out below.

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the Annual General Meeting will be the entitlement of that person set out in the Company's register as at 7:00pm (AEDST) on 23 November 2015. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

To vote in person, attend the Meeting at the time, date and place set out above. 

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

CREST - Depositary Interests

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting but are not entitled to vote at the Meeting.  For their votes to be counted, DI Holders must either:

1.       submit a CREST Voting Instruction to the Company's agent in accordance with the instructions below; or

2.       complete, sign and return the enclosed CREST Form of Instruction to the Company's agent using the enclosed reply paid envelope,

by 10:00am GMT on 20 November 2015.  DI Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST Manual (available from https://my.euroclear.com/euilegal.html).  CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the UK Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 10:00am GMT on 20 November 2015.  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages.  Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions.  It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time.  In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Financial and other reports 

To receive and consider the financial report, together with the declaration of the Directors, the Directors' report (including the Remuneration Report) and the auditor's report for the financial year ended 30 June 2015.

In compliance with section 315 of the Corporations Act, these reports are available in PDF format at the Investor Information section of the Company's website at: www.oilex.com.au. If you wish to receive hard copies of these reports, please send a written request to the Company Secretary, at Oilex Ltd, Ground Floor, 44a Kings Park Road, West Perth, Western Australia, 6005.

The Explanatory Memorandum (attached) should be read in conjunction with this Notice of Meeting.

1.      Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Report for the financial year ended 30 June 2015."

Voting prohibition statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a)        a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b)        a Closely Related Party of such a member.

However, a person (voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(c)        the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(d)        the voter is the Chair 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.

Note: The vote on Resolution 1 will be advisory only and will not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (spill resolution) that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

2.      Resolution 2 - Replacement of the 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, the Company's existing Constitution is repealed and a new constitution is adopted in its place in the form as signed by the chairman of the Meeting for identification purposes."

3.      Resolution 3 - To re-elect Mr Sundeep Bhandari as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 5.1 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Sundeep Bhandari, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4.      Resolution 4 - To re-elect Mr Jeffrey Auld as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 8.2 of the Constitution and for all other purposes, Mr Jeffrey Auld, a Director who was appointed on 27 January 2015, retires, and being eligible, is re-elected as a Director."

By order of the Board

Chris Bath
Company Secretary  

14 October 2015

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Financial and other reports

Section 317 of the Corporations Act requires the Directors of the Company to put before the Annual General Meeting the financial report, directors' report (including the Remuneration Report), declaration of the Directors and the auditor's report for the financial year that ended before the Annual General Meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the Annual General Meeting (save for Resolution 1 in respect of the adoption of the Remuneration Report).

Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or the Company's auditor about:

·           the preparation and content of the auditor's report;

·           the conduct of the audit;

·           accounting policies adopted by the Company in relation to the preparation of the financial statements; and

·           the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Annual General Meeting to the Company's registered office.

A copy of Oilex Ltd's 2015 Annual Report is available in the Investor Information section of the Company's website at: www.oilex.com.au.

Section 250R of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting.  The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in pages 28 to 38 of the Company's Annual Report 2015, which is available on the Investor Information section of the Company's website at www.oilex.com.au.  

In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

·           If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy: you must direct your proxy how to vote on this Resolution.  Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

·           If you appoint the Chair as your proxy (where the Chair is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member): you do not need to direct your proxy how to vote on this Resolution.  However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his or her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

·           If you appoint any other person as your proxy: you do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

The Board unanimously recommends that members vote in favour of Resolution 1.

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 2 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 28 July 2006.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution.  It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Memorandum, many of which are administrative or minor in nature including but not limited to:

·           updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and 

·           expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

A summary of the proposed key material changes is set out below.  This summary is not intended to be an exhaustive explanation of all of the changes effected by the adoption of the Proposed Constitution.

Summary of proposed key material changes

·           Article 3.1 of the Constitution (number of Directors): The requirement for there to be no more than 9 Directors has been removed from the Proposed Constitution. The Proposed Constitution does not specify the maximum number of Directors.

·           Article 11 of the Constitution (rights and powers of alternate director): Article 6.4(h) of the Proposed Constitution provides that subject to Article 6.5(g) of the Proposed Constitution (which provides for reimbursement of certain reasonable expenses), the Company is not required to pay any remuneration to an Alternate Director. This was not specifically dealt with in the Constitution.

·           Article 31 of the Constitution (vacation of office of Director): Article 31(3) of the Constitution provides that the office of a Director become vacant if the Director is not present (either personally or by alternate director) at 3 consecutive meetings of Directors without special leave of absence from the Directors and the Directors declare his or her seat vacant. Article 6.3(k) of the Proposed Construction removes this requirement and provides that a Director ceases to be a Director if the Director is absent without the consent of all of the Directors from all meetings of the Directors held during a period of 6 months.

·           Article 38 of the Constitution (payment of remuneration): Article 6.5(h) of the Proposed Constitution provides that a Director may participate in any fund, trust or scheme for the benefit of past or present employees or Directors of the Company or a related body corporate of the Company or the dependants of, or persons connected with any of those persons.  This was not specifically dealt with in the Constitution. Article 6.5(i) of the Proposed Constitution also provides that the Company may give, or agree to give, a person a benefit in connection with that person's, or someone else's, retirement from a board or managerial office in the Company or a related body corporate of the Company. This was not specifically dealt with in the Constitution.

·           Article 81 of the Constitution (quorum): Article 81.1 of the Constitution provides that the quorum for a meeting of Company members is 3 members.  Article 5.6(a) of the Proposed Constitution provides that the quorum for a meeting of Company members is 2 eligible members.

·           Article 96 of the Constitution (objections to right to vote): Article 5.13(a)(i) of the Proposed Constitution provides that an objection to a qualification of any person to vote at a meeting of members may only be made before that meeting. Article 5.13(b) of the Proposed Constitution provides that any objection must be decided by the Directors or the chairperson of the meeting of member (as the case may be), whose decision is final and conclusive.

·           Article 122 of the Constitution (dividends and reserves): New rules for the payment of dividends have been inserted into the Proposed Constitution to address amendments to the Corporations Act which became effective in 2010.  The Directors consider it appropriate to update the Constitution for these amendments to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.  There is now a three-tiered test that the Company will need to satisfy before paying a dividend, replacing the previous test that dividends may only be paid out of profits. The amended requirements provide that the Company must not a pay a dividend unless:

-        the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

-        the payment of the dividend is fair and reasonable to Shareholders as a whole; and

-        the payment of the dividend does not materially prejudice the Company's ability to pay its creditors.

·           United Kingdom Financial Conduct Authority's Disclosure and Transparency Rules (new Article 13): The Proposed Constitution contains new Article 13 which provides that for so long as the Company's Shares are admitted to trading on AIM, the provisions of the United Kingdom Financial Conduct Authority's Disclosure and Transparency Rules Sourcebook (DTR) governing the disclosure of interests in shares in the United Kingdom by issuers who have their registered office in the United Kingdom shall be deemed to be incorporated into the Proposed Constitution and shall bind the Company and the members.

·           Article 162 of the Constitution (partial takeovers): Pursuant to section 648G of the Corporations Act, the Proposed Constitution contains a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.  A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares.  Whilst an equivalent clause is included in the current Constitution, the clause ceases to have effect on the third anniversary of the date of the adoption of last renewal of the clause.  It is therefore reinserted into the Proposed Constitution for a further period of 3 years.

Information required by section 648G of the Corporations Act:

-        Effect of proposed proportional takeover provisions: Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

-        Reasons for proportional takeover provisions: A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares.  By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest.  Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium.  These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

-        Knowledge of any acquisition proposals: As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company, save for the anticipated subscription by Zeta Resources Limited for additional Shares (and/or on conversion of convertible notes issued to Zeta Resources Limited) as set out in the Company's announcement dated 3 August 2015.

-        Potential advantages and disadvantages of proportional takeover provisions: The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted. 

The potential advantages of the proportional takeover provisions for Shareholders include:

§ the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

§ assisting in preventing Shareholders from being locked in as a minority;

§ increasing the bargaining power of Shareholders, which may assist in ensuring that any proportional takeover bid is adequately priced; and

§ each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

§ proportional takeover bids may be discouraged;

§ lost opportunity to sell a portion of their Shares at a premium; and

§ the likelihood of a proportional takeover bid succeeding may be reduced.

The Proposed Constitution is available for review by Shareholders at the Company's website www.oilex.com.au and at the Company's registered office located at Ground Floor, 44a Kings Park Road, West Perth, Western Australia, 6005. 

A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary by calling +61 8 9485 3200. 

Shareholders are invited to contact the Company if they have any queries or concerns.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

In accordance with Listing Rule 14.5, the Company must hold an election of Directors each year. 

In addition, section 5.1 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest to but not exceeding one-third, shall retire from office, but no Director (except a Managing Director) may retain office for more than 3 years without submitting himself or herself for re-election, even though the submission results in more than one third of the Directors retiring from office.

Mr Sundeep Bhandari retires at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.  Mr Bhandari was last re-elected as a Director at the Company's Annual General Meeting in 2013.

Mr Bhandari has provided the following information in relation to his qualifications and experience:

Full name:           Sundeep Bhandari

Qualifications:      Bachelor of Commerce, University of Bombay

Mr Bhandari is based in New Delhi and is one of India's most experienced executives in the petroleum sector. He has more than 21 years' experience in the energy sector and over 31 years' business experience in India, including positions at several multinational petroleum companies such as Cairn Energy, Mobil, Marathon, ENI, PGS, Videocon and Command Petroleum, where he has advised their top management and developed their businesses in India. Mr Bhandari has played a major part in several successful exploration and development projects including the producing Ravva oil and gas fields, Laxmi and Gauri gas fields and Cairn Energy's Rajasthan oilfields. Mr Bhandari was Chairman - Corporate Advisory Board of Cairn India Ltd., from 2006 to 2014.

Mr Bhandari joined the Oilex Board as Vice Chairman and Non-Executive Director in November 2011.

The Board, excluding Mr Bhandari, recommends that members vote in favour of Mr Bhandari's re-election as a Director.

Clause 8.1 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Jeffrey Auld was appointed as a Director on 27 January 2015.  Accordingly Mr Auld will retire in accordance with clause 8.2 of the Constitution and, being eligible, seek re-election.

Mr Auld has provided the following information in relation to his qualifications and experience:

Full name:           Jeffrey Auld

Qualifications:     BA (Econ) Double Major Economics and Political Sciences University of Calgary, MBA with Distinction from Imperial College

Mr Auld has over 24 years' experience in the oil and gas sector focused on financial and commercial management in upstream oil and gas development and production. His career spans working for a number of major financial institutions, including Macquarie Capital (Europe) Limited in London where he served as Managing Director - Head of EMEA Oil and Gas. Other financial institutions include Canaccord Adams Limited and Goldman, Sachs & Co.

In addition to tenure with financial institutions, Mr Auld's experience includes corporate and commercial management in exploration and production companies such as LSE-listed Premier Oil Plc, NYSE-listed PetroKazakhstan Inc. and Equator Exploration Limited. Mr Auld currently holds directorships in AIM-listed Lansdowne Oil and Gas plc, Sabalo Energy Limited and Burnt Stick Advisors Limited.

The Board, excluding Mr Auld, recommends that members vote in favour of Mr Auld's re-election as a Director.

 

 

Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise.  For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:

AEDST means Australian Eastern Daylight Savings Time.

AIM means the AIM market of the London Stock Exchange Plc.

Annual General Meeting or Meeting means the annual general meeting of the Company convened under

ASX means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.

Board means the board of Directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a)      a spouse or child of the member;

(b)      a child of the member's spouse;

(c)      a dependent of the member or 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 dealing with the entity;

(e)      a company the member controls; or

(f)       a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Oilex Ltd ABN 50 078 652 632.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system (as defined in the Uncertificated Securities Regulations 2001) in the United Kingdom operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form.

CREST Manual means the manual relating to CREST issued by Euroclear UK & Ireland Limited.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the UK Depositary and which enables the holder to hold and settle transfers of Shares in CREST.

Director means a director of the Company from time to time.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the listing rules of ASX.

Managing Director means the managing director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being re-elected to the office.

Notice of Meeting or Notice means this notice of annual general meeting.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual report for the year ended 30 June 2015.

Resolution means a resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

UK Depositary means Computershare Investor Services Plc.

WST means Western Standard Time, being the time in Perth, Western Australia.

1.       A Proxy Form is enclosed with this Notice of Meeting.   

2.       Each member who is entitled to attend and cast a vote at the Annual General Meeting may appoint a proxy. A proxy need not be a member.

3.       A member who is entitled to cast 2 or more votes at the Annual General Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. If you wish to appoint more than 1 proxy you should photocopy the enclosed proxy form or request an additional proxy form to be sent to you.  Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.

4.       An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are:

·      deposited at the Company's share registry, Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales, 2138, Australia;

·      sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;

·      sent by mail to the Company's share registry at the following address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag A14, Sydney South, New South Wales, 1235, Australia: or

·      lodged online with the Company's share registry by visiting www.linkmarketservices.com.au. Select 'Investor & Employee Login'. Refer to "Single Holding" and enter Oilex Ltd or the ASX code (OEX) in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click 'Login'. Select 'Vote' under the 'Action' header and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website, 

by 10:00am (WST) on 23 November 2015 (or, in the case of any adjournment of the Annual General Meeting, by no later than 48 hours before the time of the adjourned meeting), at which the person named in the instrument proposes to vote.

5.       An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.

6.       A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act.  The representative should bring evidence of their appointment to the Annual General Meeting, including authority under which their appointment is signed, unless previously given to the Company.

7.       Shareholders and their proxies should be aware that:

·      if proxy holders vote, they must cast all directed proxies as directed; and

·      any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

8.       Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

·      the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

·      if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

·      if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

·      if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

If a proxy is also a Shareholder, section 250BB(1) does not affect the way that the person can cast any votes that hold as a Shareholder.

9.       Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·      an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

·      the appointed proxy is not the chair of the meeting; and

·      at the meeting, a poll is duly demanded on the resolution; and

·      either of the following applies:

-       the proxy is not recorded as attending the meeting; or

-       the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

http://www.rns-pdf.londonstockexchange.com/rns/1988C_-2015-10-14.pdf