1.1 The purpose of this policy is to promote effective communication with shareholders and encourage effective participation at general meetings of Metgasco Ltd (the Company or Metgasco).
1.2 The Company will ensure that:
a) materials detailed in this policy are maintained and updated on the Company's website (www.metgasco.com.au) within a reasonable timeframe;
b) shareholder communications are distributed to shareholders in accordance with the Corporations Act and listing rules (Listing Rules) of ASX Limited (ASX); and
c) it will use available channels and technologies to communicate widely and promptly to shareholders.
2. ASX Announcements
2.1 The Company makes announcements to the ASX in accordance with the Listing Rules.
2.2 The ASX code for the Company is ‘MEL’'
2.3 Announcements made by the Company to the ASX are, subject to applicable securities laws, available to shareholders:
(a) on the 'Investor Centre' section of the Company's website;
(b) under the 'Company Announcements' section of the ASX website; and
(c) by email notification (when shareholders provide the Company with their email address and elect to be notified of all the Company's ASX announcements).
3. Company's share registry
3.1 Shareholders are able to access information relevant to their shareholding in the Company via the Company's share registry website. Shareholders who do not have access to the internet should contact the Company's Share Registry, Link Market Services Limited, on +61 1300 554 474 or online at www.linkmarketservices.com.au with any enquiries relating to their shareholdings.
3.2 Shareholders will be given the option to receive communications from, and send communications to, the Company and its share registry electronically.
4. Shareholder Meetings
4.1 The Company usually holds its Annual General Meeting (AGM) in November each year. The specific date, time and location of each AGM and any subsequent general meetings called by the Company each year will be detailed:
a) in the relevant Notice of Meeting; and
b) on the Company's website.
Alternatively, shareholders can contact the Company's Share Registry to obtain this information.
4.2 The Notice of Meeting will be distributed to all shareholders prior to the relevant meeting and within the timeframe set by the Company's Constitution. The full text of the notice of meeting will also be available via the 'Investor Centre' section of the Company's website.
4.3 Shareholder meetings are an opportunity for shareholders and other stakeholders to hear from and put questions to the Board of the Directors (Board), its management and the external auditor, Grant Thornton Audit Pty Ltd welcomes and encourages shareholder participation at the AGM, in person, by proxy or other legally appointed representative, including by any relevant technological means made available by the Company. Shareholders who are unable to attend the AGM are given the opportunity to submit questions and comments ahead of the meeting, and where appropriate those questions will be answered at the meeting.
4.4 The Chairman will provide reasonable time following the consideration of each resolution (including questions or comments provided to the Company by absent shareholders).
4.5 The Chairman's address (and any address by the Chief Executive Officer) will be released to the market immediately prior to the commencement of the relevant meeting. It, along with any webcast made or transcript kept, will be available to shareholders via the Company's website in the same manner as other ASX announcements.
4.6 Metgascos external auditor attends each AGM and is available to answer shareholder questions about the conduct of the audit and preparation and conduct of the Independent Audit Report. Metgasco believes this is important in both promoting and encouraging shareholder participation in the meeting and providing balanced and understandable information. Metgasco also considers that this reflects and underlines the role of the auditor and the auditor’s accountability to shareholders.
5. Annual Report
5.1 The Annual Report contains key financial information about the Company, as well as important operating and corporate information. The default method for shareholders to of receive the Company's Annual Reports is electronically via the 'Investor Centre' section of the Company's website (under 'Annual Reports'). A printed copy of the Annual Report is only sent to shareholders who elect to receive one. Shareholders who wish to receive a printed copy of the Annual Report should request this via the Company's Share Registry’s website or by contacting the Company's Share Registry (see 3.1 above for contact details).
5.2 The Annual Report will be available to all shareholders prior to the AGM within the timeframe set by the Listing Rules. It is usually published in October each year.
6. Half-year and full-year results
6.1 The preliminary financial results for the June full-year end are reported in August each year. The financial results for the December half-year end are reported in February each year.
6.2 As the half-year and full-year results are announced to the ASX pursuant to the Listing Rules, they will be available to shareholders in the same manner as other ASX announcements. In addition, the results will be accessible via the 'Investor Centre' section of the Company's website (under 'ASX Releases').
7. Corporate Governance
7.1 In accordance with Recommendation 6.1 of the ASX Corporate Governance Council Principles and Recommendations (ASX Principles), the Company has a 'Corporate Governance' section on the Company's website.
7.2 The Company's annual Corporate Governance Statement is prepared in accordance with the Listing Rules. It is contained in or accompanies the Annual Report each year and also available under the 'Corporate Governance' section of the Company's website.
7.3 In accordance with Recommendation 1.1 of the ASX Principles, the Company has a formal Board Charter, containing details of the functions and responsibilities of the Board. To assist the Board in fulfilling its duties and responsibilities, it has established two Board committees:
a) the Audit and Risk Committee; and
b) the Nomination and Remuneration Committee.
Each of these committees has a formal charter. The Board and Committee Charters, along with other corporate governance policies and documents, are also available to shareholders from the 'Corporate Governance' section of the Company's website.
8. Media Releases
8.1 Access to the Company's media releases is available from the 'Investor Centre section of the Company's website (under 'ASX Announcements and Media Releases') and they are released to the market via the ASX.
9. Investor and analyst briefings
9.1 At the time of announcement to the ASX of the Company's half-year and full-year results, the Company may conduct investor and analyst briefings. Investor and analyst briefings may occur at other times during the year as the Board deems appropriate.
9.2 If and when investor and analyst briefings occur at other times during the year, any presentation materials provided and webcasts or transcripts (if kept), will be made available to all shareholders via the 'Investor Centre' section of the Company's website and will be released to the market prior to delivery.
10. Information for beneficial owners
10.1 Beneficial owners of the Company shares are encouraged to contact the Company's Share Registry to arrange the direct receipt of shareholder materials.
11. Other information
11.1 The Company's website also contains the information set out at Annexure A.
12. Interaction with other Policies
12.1 This Policy is to be read in conjunction with the Company’s Continuous Disclosure Policy.
13. Questions about this policy and its application
13.1 Employees should direct their questions about the policy and its application in the first instance to the Company Secretary.
13.2 Shareholders, investors and members of the public should direct their questions about this policy and its application to the Company's Share Registry, the details of which are set out in Section 3 above.
14. Review of this Policy
14.1 The Board will review this Policy periodically to ensure that it remains effective.
14.2 This Policy was approved and adopted by the Board on 1 March 2019.
The Company's website will contain:
1. the names, photographs and brief biographical information of each of the Company's directors and senior executives;
2. the Company's constitution, its Board Charter and the Charters of each of its Board Committees;
3. the Company's corporate governance policies and its other corporate governance materials;
4. copies of the Company's Annual Reports and financial statements;
5. copies of the Company's announcements to ASX;
6. copies of Notices of Meetings of shareholders and any accompanying documents;
7. webcasts and/or transcripts of meetings of shareholders and copies of any documents tabled or otherwise made available at those meetings;
8. webcasts and/or transcripts of investor or analyst presentations and copies of any materials distributed at those presentations;
9. an overview of the Company's current business;
10. a description of how the Company is structured;
11. a summary of the Company's history;
12. a key events calendar showing the expected dates in the forthcoming year for:
a) results presentations and other significant events for investors and analysts;
b) the Annual General Meeting of the Company;
c) closing dates for determining entitlements to dividends or distributions; and
d) ex-dividend and payment dates for dividends or distributions;
13. once they are known, the time, venue and other relevant details for results presentations and general meetings (including the Annual General Meeting) of the Company;
14. if the Company has different classes of securities on issue, a brief description of those different classes and the rights attaching to them;
15. historical information about the market prices of the Company's shares;
16. a description of the Company's dividend or distribution policy;
17. information about the Company's dividend or distribution history;
18. copies of media releases that the Company makes;
19. contact details for enquiries from shareholders, analysts or the media;
20. contact details for the Company's Share Registry; and
21. links to download key shareholder forms, such as transfer and transmission forms, dividend and distribution reinvestment plan forms.