Notice of Annual General Meeting
Released
Released
Announcement PDF
LITHIUM UNIVERSE LIMITED
ACN 148 878 782
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME:
11.00am (WST)
DATE:
14 June 2024
PLACE:
Novotel Hotel, 388 Murray Street Perth 6000 in the Cottesloe North & South,
located at Level 1
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are
registered Shareholders at 11.00am (WST) on 12 June 2024.
BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year
ended 31 December 2023 together with the declaration of the Directors, the Director’s
report, the Remuneration Report and the auditor’s report.
1.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, 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 financial report for the
financial year ended 31 December 2023.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
A voting prohibition statement applies to this Resolution. Please see below.
2.
RESOLUTION 2 – ELECTION OF DIRECTOR –JINGYUAN LIU
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and
for all other purposes, Jingyuan Liu, a Director who was appointed casually
on 11 September 2023, retires, and being eligible, is elected as a Director.”
3.
RESOLUTION 3 – ELECTION OF DIRECTOR –PATRICK SCALLAN
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and
for all other purposes, Patrick Scallan, a Director who was appointed
casually on 30 August 2023, retires, and being eligible, is elected as a
Director.”
4.
RESOLUTION 4 – RE-ELECTION OF DIRECTOR – FADI DIAB
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 15.2 of the Constitution and for all other
purposes, Fadi Diab, a Director, retires by rotation, and being eligible, is reelected as a Director.”
/1464_7
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5.
RESOLUTION 5 – APPROVAL OF 7.1A MANDATE
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,
approval is given for the Company to issue up to that number of Equity
Securities equal to 10% of the issued capital of the Company at the time of
issue, calculated in accordance with the formula prescribed in Listing Rule
7.1A.2 and otherwise on the terms and conditions set out in the Explanatory
Statement.”
6.
RESOLUTION 6 – APPOINTMENT OF AUDITOR AT AGM TO FILL VACANCY
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of section 327B of the Corporations Act and for all
other purposes, RSM Australia Partners, having been nominated by a
Shareholder and having consented in writing to act in the capacity of
auditor, be appointed as auditor of the Company with effect from the close
of the Meeting."
7.
RESOLUTION 7 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of clause 15.8 of the Constitution, Listing Rule 10.17
and for all other purposes, Shareholders approve an increase of the total
aggregate amount of fees payable to non-executive Directors from
$350,000 per annum to $500,000 per annum in accordance with the terms
and conditions set out in the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this
Resolution. Please see below.
8.
RESOLUTION 8 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO EXECUTIVE
DIRECTOR – IGGY TAN
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue an aggregate of 12,000,000
Performance Rights to Iggy Tan (or his nominee) under the Company’s
employee incentive securities plan, on the terms and conditions set out in
the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this
Resolution. Please see below.
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9.
RESOLUTION 9 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO EXECUTIVE
DIRECTOR - GERNOT ABL
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue an aggregate of 4,000,000
Performance Rights to Gernot Abl (or his nominee) under the Company’s
employee incentive securities plan, on the terms and conditions set out in
the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this
Resolution. Please see below.
10.
RESOLUTION 10 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - FADI
DIAB
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue an aggregate of 2,000,000
Performance Rights to Fadi Diab (or his nominee) under the Company’s
employee incentive securities plan, on the terms and conditions set out in
the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this
Resolution. Please see below.
11.
RESOLUTION 11 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR PATRICK SCALLAN
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue an aggregate of 4,000,000
Performance Rights to Patrick Scallan (or his nominee) under the Company’s
employee incentive securities plan, on the terms and conditions set out in
the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this
Resolution. Please see below.
12.
RESOLUTION 12 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR –
JINGYUAN LIU
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue an aggregate of 4,000,000
Performance Rights to Jingyuan Liu (or his nominee) under the Company’s
employee incentive securities plan, on the terms and conditions set out in
the Explanatory Statement.”
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A voting exclusion statement and voting prohibition statement applies to this
Resolution. Please see below.
13.
RESOLUTION 13 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 95,016,667 Shares on the terms and conditions
set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
14.
RESOLUTION 14 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval
is given for the Company to issue up to 87,200,000 Shares on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
15.
RESOLUTION 15 – APPROVAL TO ISSUE PLACEMENT OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval
is given for the Company to issue up to 91,108,333 Options on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
16.
RESOLUTION 16 – APPROVAL TO ISSUE SPP OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval
is given for the Company to issue up to 10,962,500 Options on the terms and
conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
17.
RESOLUTION 17 – ISSUE OF SPP OPTIONS TO RELATED PARTY – GERNOT ABL
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 250,000 Options to
Gernot Abl (or his nominee) on the terms and conditions set out in the
Explanatory Statement.”
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A voting exclusion statement applies to this Resolution. Please see below.
18.
RESOLUTION 18 – ISSUE OF SPP OPTIONS TO RELATED PARTY – FADI DIAB
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 250,000 Options to Fadi
Diab (or his nominee) on the terms and conditions set out in the
Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
19.
RESOLUTION 19 – ISSUE OF SPP OPTIONS TO RELATED PARTY – IGGY TAN
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue up to 125,000 Options to Iggy
Tan (or his nominee) on the terms and conditions set out in the
Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
20.
RESOLUTION 20 – APPROVAL TO ACQUIRE QUÉBEC LITHIUM PROCESSING HUB SITE
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of clause XII(1)(b) of the Option Agreement and for all
other purposes, approval is given for the Acquisition on the terms and conditions
set out in the Explanatory Statement.”
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Voting Prohibition Statements
Resolution 1 – Adoption of
Remuneration Report
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 (the 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:
Resolution 7 – Increase in
Total Aggregate
Remuneration for NonExecutive Directors
(a)
the voter is appointed as a proxy by writing that specifies the
way the proxy is to vote on this Resolution; or
(b)
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.
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
Resolution 8 – Issue of
Incentive Performance
Rights to Director – Iggy Tan
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key
Management Personnel.
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
Resolution 9 – Issue of
Incentive Performance
Rights to Director - Gernot
Abl
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key
Management Personnel.
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
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(ii)
(b)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
Resolution 10 – Issue of
Incentive Performance
Rights to Director - Fadi Diab
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key
Management Personnel.
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
Resolution 11 – Issue of
Incentive Performance
Rights to Director - Patrick
Scallan
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key
Management Personnel.
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
Resolution 12 – Issue of
Incentive Performance
Rights to Director - Jingyuan
Liu
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly
or indirectly with remuneration of a member of the Key
Management Personnel.
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
(b)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly
or indirectly with remuneration of a member of the Key
Management Personnel.
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 7 – Increase in
Total Aggregate
Remuneration for NonExecutive Directors
A Director or an associate of that person or those persons.
Resolution 8 – Issue of
Incentive Performance
Rights to Director – Iggy Tan
Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is
eligible to participate in the employee incentive scheme in question
(including Iggy Tan) or an associate of that person or those persons.
Resolution 9 – Issue of
Incentive Performance
Rights to Director - Gernot
Abl
Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is
eligible to participate in the employee incentive scheme in question
(including Gernot Abl) or an associate of that person or those persons.
Resolution 10 – Issue of
Incentive Performance
Rights to Director - Fadi Diab
Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is
eligible to participate in the employee incentive scheme in question
(including Fadi Diab) or an associate of that person or those persons.
Resolution 11 – Issue of
Incentive Performance
Rights to Director - Patrick
Scallan
Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is
eligible to participate in the employee incentive scheme in question
(including Patrick Scallan) or an associate of that person or those
persons.
Resolution 12 – Issue of
Incentive Performance
Rights to Director - Jingyuan
Liu
Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is
eligible to participate in the employee incentive scheme in question
(including Jingyuan Liu) or an associate of that person or those persons.
Resolution 13 – Ratification of
prior issue of Tranche 1
Placement Shares
A person who participated in the issue or is a counterparty to the
agreement being approved (namely the Tranche 1 Placement
Participants) or an associate of that person or those persons.
Resolution 14 – Approval to
issue Tranche 2 Placement
Shares
A person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit
solely by reason of being a holder of ordinary securities in the
Company) (namely the Tranche 2 Placement Participants) or an
associate of that person (or those persons).
Resolution 15 – Approval to
issue Placement Options
A person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit
solely by reason of being a holder of ordinary securities in the
Company) (namely the Placement Participants) or an associate of that
person (or those persons).
Resolution 16 – Approval to
issue SPP Options
A person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit
solely by reason of being a holder of ordinary securities in the
Company) (namely the SPP Participants) or an associate of that person
(or those persons).
Resolution 17 – Issue of SPP
Options to Related Party –
Gernot Abl
Gernot Abl (or his nominee) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the
Company) or an associate of that person or those persons.
Resolution 18 – Issue of SPP
Options to Related Party –
Fadi Diab
Fadi Diab (or his nominee) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the
Company) or an associate of that person or those persons.
Resolution 19 – Issue of SPP
Options to Related Party –
Iggy Tan
Iggy Tan (or his nominee) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the
Company) or an associate of that person or those persons.
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However, this does not apply to a vote cast in favour of the Resolution by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b)
the Chair 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
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
(i)
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
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting by proxy
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.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
•
each Shareholder has a right to appoint a proxy;
•
the proxy need not be a Shareholder of the Company; and
•
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
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.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 (2) 8046 2799.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual financial report of the Company for the financial year
ended 31 December 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.lithiumuniverse.com .
1.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
1.1
General
The Corporations Act requires that at a listed company’s annual general meeting,
a resolution that the remuneration report to be adopted must be put to the
shareholders. However, such a resolution is advisory only and does not bind the
company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for
the directors and senior management of the company. The remuneration report
is part of the directors’ report contained in the annual financial report of the
company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders
to ask questions about or make comments on the remuneration report at the
annual general meeting.
1.2
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
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 votes cast are in favour of the Spill Resolution, the company
must convene a shareholder 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 most recent financial
year) was approved, other than the managing director 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 will be the directors of the company.
/1464_7
10
1.3
Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than
25%. Accordingly, the Spill Resolution is not relevant for this Meeting.
2.
RESOLUTION 2 – ELECTION OF DIRECTOR – JINGYUAN LIU
2.1
General
The Constitution allows the Directors to appoint at any time a person to be a
Director either to fill a casual vacancy or 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.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds
office only until the next annual general meeting and is then eligible for election
by Shareholders but shall not be taken into account in determining the Directors
who are to retire by rotation (if any) at that meeting.
Dr Jingyuan Liu, having been appointed by other Directors on 11 September 2023
in accordance with the Constitution, will retire in accordance with the Constitution
and Listing Rule 14.4 and being eligible, seeks election from Shareholders.
2.2
Qualifications and other material directorships
Dr Liu is widely regarded as a leading technical expert in the lithium industry. He
previously held the position of General Manager of Development and
Technologies at Galaxy Resources Limited, where he was responsible for
overseeing the construction and commissioning of the world-renowned Jiangsu
Lithium Carbonate plant, now owned by Tianqi Lithium Corp. Dr Liu also played a
key role in designing the flow sheet for the Sal de Vida brine project in Argentina.
Following his work with Galaxy, he has acted as a special adviser to various lithium
carbonate and lithium hydroxide projects globally, including the Lithium
Hydroxide Plant operated by Tianqi in Kwinana, Western Australia.
Dr Liu has over 30 years of experience in project management, process, and
equipment design for minerals processing and in the chemicals, non-ferrous
metals, iron & steel, and energy industries, both in Australia and internationally. He
was awarded a PhD in chemical engineering from the University of Newcastle,
Australia. He has worked in senior chemical engineering roles with leading
companies such as Hatch Engineering and Metso Minerals in Australia and
Malaysia.
Dr Liu is currently the Chief Technology Officer (CTO) for Altech Batteries Limited
(ASX: ATC) developing high capacity silicon anode lithium-ion batteries as well as
sodium chloride solid-state batteries.
2.3
Independence
Dr Liu has no interests, position or relationship that might influence, or reasonably
be perceived to influence, in a material respect his capacity to bring an
independent judgement to bear on issues before the Board and to act in the best
interest of the Company as a whole rather than in the interests of an individual
security holder or other party.
If elected the Board considers Dr Liu will be an independent Director.
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2.4
Other material information
The Company conducts appropriate checks on the background and experience
of candidates before their appointment to the Board. These include checks as to
a person’s experience, educational qualifications, character, criminal record and
bankruptcy history. The Company undertook such checks prior to the
appointment of Dr Liu.
Dr Liu has confirmed that he considers he will have sufficient time to fulfil his
responsibilities as a Non-Executive Director of the Company and does not
consider that any other commitment will interfere with his availability to perform
his duties as a of the Company.
2.5
Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Dr Liu will be elected to the Board as a Non-Executive
Director.
In the event that Resolution 2 is not passed, Dr Liu will not continue in his role as an
Non-Executive Director. The Company may seek nominations or otherwise identify
suitably qualified candidates to join the Company. As an additional
consequence, this may detract from the Board and Company’s ability to execute
on its strategic vision.
2.6
Board recommendation
The Board has reviewed Dr Liu’s performance since his appointment to the Board
and considers that their skills and experience will
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