Newcrest Mining Limited

11/08/2018 | Press release | Distributed by Public on 11/08/2018 02:46

Notice of Annual General Meeting 2018

Notice of Annual General Meeting 2018

NEWCREST MINING LIMITED ACN 005 683 625

The Annual General Meeting of members of Newcrest Mining Limited will be held at 10.30am (Melbourne time) on Wednesday, 14 November 2018 at The Pavilion, Arts Centre Melbourne, 100 St Kilda Road, Melbourne.

This document is important and requires your immediate attention.

If you have any questions about this Notice of Meeting, please contact the share registry, Link Market Services.

8 October 2018

Dear Shareholder,

I am pleased to invite you to the 2018 Annual General Meeting (AGM) of Newcrest Mining Limited to be held on Wednesday, 14 November 2018 at 10.30am (Melbourne time).

The Pavilion, Arts Centre Melbourne

The AGM will take place at The Pavilion, Arts Centre Melbourne, 100 St Kilda Road, Melbourne.

If you attend the AGM, you will need to register on the day. Registration will take place from 9.30am.

To make registration easier, please bring with you the enclosed proxy form, which sets out your details and can be scanned for prompt registration.

The enclosed Notice of Meeting describes the business that will be proposed at the meeting and sets out the procedures for your participation and voting. The AGM is an important forum for our shareholders, giving them the opportunity to consider the performance of the Newcrest Group and hear from the Board, as well as to vote on items of business. Shareholders, proxy holders and authorised corporate representatives are all eligible to ask questions during the AGM.

If you are unable to attend

The AGM will be webcast live on the Investor section of the Company website,www.newcrest.com.au/investors/ and will be archived on this website for later viewing.

If you are unable to attend the AGM, you are encouraged to appoint a proxy by completing the enclosed personalised proxy form and returning it to Newcrest's share registry in the enclosed envelope, or by lodging your proxy appointment electronically atwww.linkmarketservices.com.au. The completed proxy form must be lodged electronically or be received by the share registry by no later than 10.30am (Melbourne time) on Monday, 12 November 2018.

After reading the Notice of Meeting (including the Information for Shareholders and Explanatory Notes) and your proxy form, I encourage you to consider directing your proxy on how to vote on each resolution by marking either the 'For', 'Against' or 'Abstain' box when completing your proxy form.

As an alternative to appointing a proxy, corporate shareholders may appoint a representative. To do so, you need to complete a notice of 'Appointment of Corporate Representative' authorising a person to attend on your behalf. A copy of that notice can be obtained from Link Market Services by calling 1300 554 474 within Australia or +61 1300 554 474 outside Australia (between 8.30am and 7.30pm (Melbourne time)) or atwww.linkmarketservices.com.au.

Questions at the AGM

Shareholders can submit questions in advance of the AGM (whether or not they are able to attend) by completing the form enclosed with this notice and returning it in the envelope provided.

Please note that we are not able to reply to each question individually. We intend to respond to the most frequently asked questions at the AGM.

Annual Report

Newcrest's Annual Report for the year ended 30 June 2018 is available atwww.newcrest.com.au/investors/reports/annual/.

My fellow Directors and I look forward to welcoming you at the AGM.

Yours sincerely,

Peter Hay Chairman

Notice of Annual General Meeting 2018

NEWCREST MINING LIMITED ACN 005 683 625

Notice is hereby given that the Annual General Meeting of members of

Newcrest Mining Limited (the Company or Newcrest) will be held at The Pavilion, Arts Centre Melbourne, 100 St Kilda Road, Melbourne, on Wednesday,

14 November 2018 at 10.30am (Melbourne time).

BUSINESS

  • 1. Financial Statements and Reports

    To receive and consider the Company's financial statements and the reports of the Directors and the Auditor for the year ended 30 June 2018.

  • 2. Election and Re-Election of Directors

    • a) To consider and, if thought fit, pass the following as an ordinary resolution:

      'That Peter Tomsett, who was appointed to the Board since the last Annual General Meeting of the Company and who ceases to hold office in accordance with Rule 57 of the Company's Constitution, and being eligible, be elected as a Director of the Company.'

    • b) To consider and, if thought fit, pass the following as an ordinary resolution:

      'That Philip Aiken AM, who retires by rotation, and being eligible, be re-elected as a Director of the Company.'

    Items 2(a) and 2(b) will be voted on as separate ordinary resolutions.

  • 3. Grant of Performance Rights to Executive Directors

    • a) To consider and, if thought fit, pass the following as an ordinary resolution:

      'That approval is given for the Company to grant to the Company's Managing Director and Chief Executive Officer, Sandeep Biswas, performance rights under the Newcrest Mining 2018 Long Term Incentive Plan on the terms described in the Explanatory Notes to this Notice of Meeting.'

    • b) To consider and, if thought fit, pass the following as an ordinary resolution:

      'That approval is given for the Company to grant to the Company's Finance Director and Chief Financial Officer, Gerard Bond, performance rights under the Newcrest Mining 2018 Long Term Incentive Plan on the terms described in the Explanatory Notes to this

      Notice of Meeting.'

    Items 3(a) and 3(b) will be voted on as separate ordinary resolutions.

    A voting exclusion applies to these resolutions (please refer to the Information for Shareholders section of this Notice).

  • 4. Remuneration Report

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

    'That the Remuneration Report of Newcrest Mining Limited for the year ended 30 June 2018 be adopted.'

    The vote on this resolution is advisory only, and does not bind the Directors or the Company. A voting exclusion applies to this resolution (please refer to the Information for Shareholders section of this Notice).

  • 5. Termination Benefits

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

    'To approve for all purposes, including sections 200B and 200E of the Corporations Act 2001 (Cth), the giving of benefits to any current or future person who holds or has held office as a director of a related body corporate of the Company in connection with that person ceasing to hold that office or a position of employment, as set out in the Explanatory Notes to this Notice of Meeting, excluding any current or future member of the Company's Key Management Personnel (as described in section 200AA(1) of the Corporations Act) (KMP).'

    A voting exclusion applies to this resolution (please refer to the Information for Shareholders section of this Notice).

Further information in relation to each resolution to be considered at the Annual General Meeting is set out in the enclosed Explanatory Notes. The Information for Shareholders and Explanatory Notes form part of this Notice of Annual General Meeting.

By order of the Board.

Francesca Lee Company Secretary

8 October 2018

Notice of Annual General Meeting 2018 continued

INFORMATION FOR SHAREHOLDERS Voting Exclusions

  • 1. Item 3 (Grant of Performance Rights to Executive Directors)

    The Company will disregard any votes on the two proposed resolutions in Item 3:

    • a) cast in favour by or on behalf of Sandeep Biswas or Gerard Bond, or any of their associates, regardless of the capacity in which the vote is cast; or

    • b) cast as a proxy by a person who is a member of the Company's KMP as at the date of the Annual General Meeting or their closely related parties,

    unless the vote is cast as proxy for a person entitled to vote on the resolutions in Item 3:

    • c) in accordance with a direction on the proxy form; or

    • d) by the Chairman of the meeting pursuant to an express authorisation to vote undirected proxies as the Chairman sees fit.

  • 2. Item 4 (Remuneration Report)

    The Company will disregard any votes cast on the proposed resolution in Item 4:

    • a) by or on behalf of members of the Company's KMP disclosed in the Remuneration Report for the financial year ended 30 June 2018, or their closely related parties, regardless of the capacity in which the vote is cast; or

    • b) as a proxy by a person who is a member of the Company's KMP at the date of the Annual General Meeting or their closely related parties,

    unless the vote is cast as proxy for a person entitled to vote on the resolution in Item 4:

    • c) in accordance with a direction on the proxy form; or

    • d) by the Chairman of the meeting pursuant to an express authorisation to vote undirected proxies as the Chairman sees fit.

3.

Item 5 (Termination Benefits)

If any shareholder was, or is a current or potential director of a related body corporate of the Company and wishes to preserve the benefit of the resolution in Item 5, then that shareholder (and their associates) should not vote on the resolution.

Voting, Proxies and Corporate Representatives

  • 1. For the purposes of the meeting, shares will be taken to be held by the persons who are registered as shareholders as at 7.00pm (Melbourne time) on Monday, 12 November 2018.

  • 2. A shareholder can attend and vote at the meeting either by:

    • a) attending and voting in person (if the shareholder is a corporation, it can do so by appointing an individual person as its corporate representative); or

    • b) by appointing a proxy or attorney to attend and vote on the shareholder's behalf.

  • 3. If a shareholder is a corporation and wishes to appoint a corporate representative, the corporate representative must produce a certificate of appointment prior to admission to the meeting signed in accordance with section 127 of the Corporations Act 2001.

  • 4. A shareholder entitled to attend and vote may appoint an attorney to act on his or her behalf at the meeting. An attorney may, but need not, be a shareholder of the Company. An attorney may not vote at the meeting unless the instrument appointing the attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received by the Company before the meeting.

  • 5. A shareholder who is entitled to cast two or more votes may appoint not more than two proxies. A proxy need not be a shareholder of Newcrest.

  • 6. A proxy may be either an individual or a body corporate.

  • 7. If a shareholder wishes to appoint a body corporate to act as a proxy, the shareholder must specify on the proxy form:

    • a) the full name of the body corporate appointed as proxy; and

    • b) the full name or title of the individual representative of the body corporate at the meeting.

  • 8. Where two proxies are appointed, each proxy may be appointed to represent a specified proportion or number of the voting rights of the shareholder. If no proportion or number is specified, each proxy may exercise half the shareholder's votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the meeting. If you want to appoint two proxies, an additional proxy form can be obtained from Link Market Services.

  • 9. If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. Subject to the voting restrictions set out above, if you do not mark a box, your proxy may vote as they choose on that item of business.

  • 10. Unless the Chairman of the meeting is your proxy, members of the Company's KMP (which includes each of the Directors) will not be able to vote as proxy on the resolutions in Items 3 or 4, unless you direct them how to vote by marking 'For', 'Against' or 'Abstain' in relation to the relevant resolution. If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, you should ensure that you direct that person how to vote on the resolutions in Items 3 or 4.

  • 11. If you intend to appoint the Chairman of the meeting as your proxy, you can direct the Chairman how to vote by marking 'For', 'Against' or 'Abstain' in relation to the relevant resolution. However, if you do not mark a box next to the resolutions in Items 3 or 4, then by signing and submitting the proxy form, you will be expressly authorising the Chairman to vote as they see fit in respect of the resolutions in Items 3 or 4 even though they are connected with the remuneration of the Company's KMP.

  • 12. If you appoint a proxy (other than the Chairman of the meeting) and your proxy is either not recorded as attending the meeting or does not vote on a poll in accordance with your directions, the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as your proxy for the purposes of voting your proxy.

  • 13. Please note that for proxies without voting instructions that are exercisable by the Chairman of the meeting, the Chairman intends to vote all available proxies in favour of each resolution.

  • 14. Shareholders will be informed of the proxy positions on each resolution at the meeting.

Voting Procedure

All items of business will be decided by way of a poll.

Shareholders are encouraged to direct their proxies how to vote on each resolution. The proxy must follow such a direction when casting any available votes on the relevant resolution.

Proxy Lodgement

Completed proxy forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned by 10.30am (Melbourne time) on Monday, 12 November 2018 using any of the following methods:

  • a) by using the pre-addressed envelope provided

  • b) by hand delivery or post to:

    Link Market Services Limited

    1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney, NSW

  • c) by post to:

    Locked Bag A14 Sydney South, NSW 1235, Australia

The proxy form must be signed by the shareholder or the shareholder's attorney.

Questions at the Annual General Meeting

Shareholders are invited to submit written questions relating to the Company ahead of the meeting by using the form included with this Notice of Meeting. Shareholders may also submit questions to the Company's auditor (Ernst & Young) on the content of the auditor's report or the conduct of its audit of the Company's Financial Report for the year ended 30 June 2018.

Such questions must be received by no later than 5pm (Melbourne time) on Wednesday, 7 November 2018.

The Chairman will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the meeting. However, there may not be sufficient time available at the meeting to address all of the questions raised. Individual responses will not be sent to shareholders.

EXPLANATORY NOTES

The Explanatory Notes should be read in conjunction with, and form part of, the Notice of Meeting.

Item 1 - Financial and Other Reports

No vote is required on the financial statements and reports. Shareholders will be given a reasonable opportunity to ask questions on the financial statements and reports. Shareholders will also be given a reasonable opportunity to ask the Company's auditor, Ernst & Young, questions relevant to:

  • a) the conduct of the audit;

  • b) the preparation and content of the auditor's report;

  • c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

  • d) the independence of the auditor in relation to the conduct of the audit.

Item 2 - Election and Re-Election of Directors

Since the 2017 Newcrest Annual General Meeting, Peter Tomsett was appointed as an independent Non-Executive Director.

In accordance with Rule 57 of the Company's constitution, he retires and being eligible, offers himself for election.

The Board undertook a comprehensive process to identify a suitably qualified candidate before appointing Peter Tomsett as a Director and undertook extensive background checks before appointing him as a Director. The Board continues to consider that Peter Tomsett brings valuable commercial and resources experience to the Board. Accordingly, the Board has endorsed the nomination of Peter Tomsett as a candidate for election.

Rule 69 of the Company's Constitution specifies that a Director may not hold office for a continuous period in excess of three years or past the third annual general meeting following the Director's last election or re-election to the Board, whichever is longer, without submitting for re-election. No Directors were required to retire this year as a result of Rule 69. However, in order to spread the re-election of Directors more evenly over coming years, Philip Aiken AM has decided to retire and, being eligible, offer himself for re-election.

The Board, with the assistance of the Nominations Committee, has reviewed the performance of Philip Aiken AM and is satisfied that he continues to bring valuable expertise and experience to the Board and has endorsed the nomination of him as a candidate for re-election.

Further information in relation to Peter Tomsett and Philip Aiken AM is set out below.

a) Peter Tomsett

BEng (Mining) (Hons), MSc (Mineral Production Management), GAICD

Peter Tomsett was appointed to the Board of Newcrest as a Non-Executive Director with effect from 1 September 2018. He is a member of the Audit and Risk Committee and the Safety and Sustainability Committee.

Peter has extensive and deep gold mining and international business experience as both an executive and non-executive director of a broad range of mining companies listed on the Australian, Toronto, New York and London stock exchanges. His last executive role was as the President and Chief Executive Officer of global gold and copper company, Placer Dome Inc, where he worked for 20 years in project, operational and executive roles.

He has been the Chairman and Managing Director of Kidston Gold Mines Ltd and the Non-Executive Chairman of Equinox Minerals Ltd and Silver Standard Resource Inc.