Announcement PDF Notice of Annual General Meeting and Explanatory Memorandum Lithium Consolidated Mineral Exploration Ltd ACN 612 008 358 Date of Meeting: 28 November 2018 Time of Meeting: 10.00am (Brisbane time) Place of Meeting: Level 7 Waterfront Place 1 Eagle Street Brisbane QLD 4000 This is an important document and requires your attention If you are in any doubt about how to deal with this document, please consult your legal, financial or other professional advisor. Lithium Consolidated Mineral Exploration Ltd Page 1 Notice of Annual General Meeting Notice is given that the Annual General Meeting of Shareholders of Lithium Consolidated Mineral Exploration Ltd ACN 612 008 358 (Company) will be held at Level 7 Waterfront Place 1 Eagle Street Brisbane QLD 4000 on 28 November 2018 at 10.00am (Brisbane time). Terms used in this Notice of Meeting are defined in Section 8 “Interpretation” of the accompanying Explanatory Memorandum. AGENDA ORDINARY BUSINESS Financial Statements To receive and consider the financial statements of the Company and its controlled entities for the period ended 30 June 2018 and the related Directors’ Report, Directors’ Declaration and Auditor’s report. Resolution 1 – Adoption of Remuneration Report (advisory Resolution) To consider and, if thought fit, pass the following Resolution as an advisory Resolution, without amendment: “That for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report for the year ended 30 June 2018 (as set out on pages 19 to 23 of the Directors' Report) is adopted.” The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. Voting restriction pursuant to section 250R(4) of the Corporations Act A vote on this Resolution 1 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; and (b) a Closely Related Party of such a member. However, the above persons may cast a vote on Resolution 1 if: (a) the person does so as a proxy; and (b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and (c) either: (1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (2) the voter is the Chairman of the Meeting and the appointment of the Chairman as proxy: A. does not specify the way the proxy is to vote on the Resolution; and B. expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity. Lithium Consolidated Mineral Exploration Ltd Page 2 Notice of Annual General Meeting Voting Intentions of the Chairman Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form. Resolution 2 – Re-Election of Vincent Mascolo as a Director of the Company To consider and, if though fit, pass the following Resolution with or without amendment, as an Ordinary Resolution: “That Mr Vincent Mascolo, who retires by rotation in accordance with Rule 38.1 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election be re-elected as a Director of the Company.” Resolution 3 – Ratify for the purposes of Listing Rule 7.1 the Issue of Shares, Unlisted Options and Performance Rights to Consultants of the Company To consider and, if though fit, pass the following Resolution with or without amendment, as an Ordinary Resolution: “That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of:  327,000 fully paid ordinary shares in the Company (Consultant Shares);  654,000 options to subscribe for fully paid ordinary shares in the Company exercisable at $0.25 each, expiring on 29 June 2010 and otherwise on the terms and conditions set out in the Explanatory Memorandum (Consultant Options); and  477,000 performance rights to subscribe for fully paid ordinary shares in the Company issued on the terms and conditions set out in the Explanatory Memorandum (Consultant Rights). on 29 June 2018 to certain consultants of the Company.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of: (a) a recipient of Consultant Shares, Consultant Options and Consultant Performance Rights; and (b) any associate of a recipient of Consultant Shares, Consultant Options and Consultant Performance Rights. However the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Lithium Consolidated Mineral Exploration Ltd Page 3 Notice of Annual General Meeting Voting Intentions of the Chairman Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 3, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form. Resolution 4 –Issue of Options to Mr Shanthar Pathmanathan To consider and, if thought fit, pass the following Ordinary Resolution with or without amendment: “That in accordance with the provisions of Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, the Company is authorised to issue 2,000,000 options to subscribe for ordinary shares in the Company each exercisable at $0.15 and expiring on 31 December 2021 to Mr Shanthar Pathmanathan, a Director of the Company, or his nominee, on the terms and conditions set out in this Notice and accompanying Explanatory Memorandum (Pathmanathan Options).” NOTES: A copy of this Notice and the Explanatory Memorandum which accompanies this Notice has been lodged with ASIC in accordance with Section 218 of the Corporations Act. A detailed summary of the proposed terms of the Pathmanathan Options the subject of this Notice is contained within the Explanatory Memorandum. Voting Exclusion Statement - Listing Rule 10.11 The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: (a) Shanthar Pathmanathan; or (b) any associate of Shanthar Pathmanathan. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Voting Exclusion Statement – Part 2E of the Corporations Act For the purposes of Part 2E of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of: (a) Shanthar Pathmanathan; and (b) an associate of Shanthar Pathmanathan. However, this does not prevent the casting of a vote on Resolution 4 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a person referred to in sub-paragraphs (a) or (b) directly above. Lithium Consolidated Mineral Exploration Ltd Page 4 Notice of Annual General Meeting Voting Exclusion Statement - Section 250BD of the Corporations Act A vote on Resolution 4 must not be cast on, and the Company will disregard any votes cast on, this Resolution by: (a) any Key Management Personnel (which includes the Chair) of the Company, or if the Company is part of a consolidated entity, of the entity; or (b) a Closely Related Party of such Key Management Personnel, who is appointed as a Shareholder’s proxy, where the Shareholder does not direct in writing the way the proxy is to vote on the Resolution. However, the Company need not disregard a vote on this Resolution 4 if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not direct in writing the way the proxy is to vote on the Resolution, on the condition that the appointment of proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, of the entity. Resolution 5 – Issue of Performance Rights to Shanthar Pathmanathan To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution, with or without amendment: “That pursuant to Listing Rule 10.14 and for the purposes of Part 2E of the Corporations Act and for all other purposes, Shareholders approve the grant to Shanthar Pathmanathan, being a Director of the Company, or his nominee, of 2,000,000 Class A Performance Rights (Pathmanathan Performance Rights) for nil consideration and to allot and issue Shares upon the vesting and subsequent exercise of those Performance Rights (on a one-for-one basis) in accordance with the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.” NOTES: A copy of this Notice and the Explanatory Memorandum which accompanies this Notice has been lodged with ASIC in accordance with Section 218 of the Corporations Act. A detailed summary of the proposed terms of the Pathmanathan Options the subject of this Notice is contained within the Explanatory Memorandum. Voting Exclusion Statement - Listing Rule 10.14 The Company will disregard any votes cast in favour of this Resolution by any Director of the Company who is eligible to participate in the Performance Rights Plan and any associate of them. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Voting Exclusion Statement – Part 2E of the Corporations Act For the purposes of Part 2E of the Corporations Act, a vote on Resolution 5 must not be cast by or on behalf of: (a) Shanthar Pathmanathan; and (b) an associate of Shanthar Pathmanathan. However, this does not prevent the casting of a vote on Resolution 5 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a person referred to in sub-paragraphs (a) or (b) directly above. Lithium Consolidated Mineral Exploration Ltd Page 5 Notice of Annual General Meeting Voting Exclusion Statement - Section 250BD of the Corporations Act A vote on Resolution 5 must not be cast on, and the Company will disregard any votes in favour of this Resolution by or on behalf of: (a) any Key Management Personnel (which includes the Chair) of the Company, or if the Company is part of a consolidated entity, of the entity; or (b) a Closely Related Party of such Key Management Personnel, who is appointed as a Shareholder’s proxy, where the Shareholder does not direct in writing the way the proxy is to vote on the Resolution. However, the Company need not disregard a vote on this Resolution 5 if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not direct in writing the way the proxy is to vote on the Resolution, on the condition that the appointment of proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, of the entity. SPECIAL BUSINESS Resolution 6 – Change of Company Name To consider and, if thought fit, pass the following Resolution, as a Special Resolution, without amendment: “That, in accordance with Section 157 of the Corporations Act 2001 (Cth), the Company adopts the new name Lithium Consolidated Limited and Shareholders approve the Company changing its name to Lithium Consolidated Limited with the effect from the day on which the Australian Securities and Investments Commission alters the details of the Company’s registration.” Resolution 7 – Approval to issue an additional 10% of the issued capital of the Company over a 12month period pursuant to Listing Rule 7.1A To consider and, if thought fit, pass the following Resolution, as a Special Resolution, without amendment: “That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, the Shareholders approve the issue of Equity Securities of up 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, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum (Placement Securities).” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of: (a) any 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); or (b) an associate of that person (or those persons) in (a) above. However the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Lithium Consolidated Mineral Exploration Ltd Page 6 Notice of Annual General Meeting GENERAL BUSINESS To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. By order of the Board Duncan Cornish Company Secretary 25 October 2018 Lithium Consolidated Mineral Exploration Ltd Page 7 Explanatory Memorandum Introduction This Explanatory Memorandum is provided to Shareholders of Lithium Consolidated Mineral Exploration Ltd ACN 612 008 358 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7 Waterfront Place 1 Eagle Street Brisbane QLD 4000 on 28 November 2018 commencing at 10.00am (Brisbane time). The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions. Terms used in this Explanatory Memorandum are defined in Section 8 “Interpretation”. Financial Statements The Corporations Act requires that the Company’s Annual Financial Report for the period ending 30 June 2018 (including the Directors’ Report, Financial Statements and the Audit Report) be laid before the Annual General Meeting for discussion. Although not requiring a vote of members, an opportunity will be provided for members to ask questions on the Annual Financial 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.li3limited.com. 1. Resolution 1 – Adoption of Remuneration Report 1.1 Remuneration Report The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution in accordance with section 250R of the Corporations Act. The Remuneration Report is set out on pages 19 to 23 of the Directors’ Report section of the Annual Financial Report for the period ending 30 June 2018. The Report: (a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company; (b) explains the relationship between the Board’s remuneration policy and the Company’s performance; (c) sets out remuneration details for each Key Management Personnel of the Company including details of performance related remuneration and performance rights and options granted as part of remuneration; and (d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. 1.2 Recommendation The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report. A vote on this resolution is advisory only and does not bind the Directors or the Company. Lithium Consolidated Mineral Exploration Ltd Page 8 Explanatory Memorandum 1.3 Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies As set out in the notes to Resolution 1, a voting restriction applies with respect to the voting on this Resolution by members of the Key Management Personnel and their Closely Related Parties and their proxies voting (in any capacity) (Voting Restriction). Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. The Voting Restriction does not apply where: (a) the Chairman or any other member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of the Key Management Personnel) as a proxy (Management Proxy) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company; or (b) the Chairman is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of the Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding Shareholder vote on remuneration, where the Shareholder provides express authorisation for the Chairman to do so. Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. Resolution 2 – Re‐Election of Vincent Mascolo as a Director of the Company 2. Mr Vincent Mascolo retires by rotation in accordance with Rule 38.1 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director. Under Rule 38.1 of the Company’s Constitution, one-third of Directors are required to retire at each annual general meeting (excluding directors seeking election at the meeting for the first time, or the Managing Director). Vincent Mascolo’s qualifications and experience Mr Mascolo is a qualified mining engineer with extensive experience in gold and coal mining, quarrying and civilworks. He has been a director of various public and private companies over the past 25 years and is currently Chief Executive Officer and Managing Director of AIMlisted IronRidge Resources Ltd. During the past three years, Mr Mascolo has also served as a director of the following listed companies:  DGR Global Ltd*  Ironridge Resources Limited*^ *denotes current directorship ^denotes listed on the Alternative Investment Market of the London Stock Exchange Mr Mascolo is a member of the Audit & Risk Management Committee. In accordance with the Company’s Corporate Governance Charter that has been drafted with consideration of the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 3rd Edition”, Mr Mascolo is considered independent. The Directors (with Mr Mascolo abstaining) recommend that you vote in favour of this ordinary resolution. Lithium Consolidated Mineral Exploration Ltd Page 9 Explanatory Memorandum 3. Resolution 3 - Ratify for the purposes of Listing Rule 7.1 the Issue of Shares, Unlisted Options and Performance Rights to Consultants of the Company 3.1 Introduction On 29 June 2018 the Company issued the following securities to certain consultants of the Company: - 327,000 fully paid ordinary shares (Consultant Shares); - 654,000 options to subscribe for fully paid shares in the Company exercisable at $0.25 each, expiring on 29 June 2020 and otherwise on the terms set out in Schedule 1 (Consultant Options); and - 477,000 performance rights to subscribe for fully paid shares in the Company, with various vesting conditions, performance hurdles and expiry dates and otherwise on the terms set out in Schedule 2 (Consultant Rights). 3.2 ASX Listing Rule 7.4 In accordance with Listing Rule 7.4, Shareholder approval is sought to ratify the issue and allotment of the Consultant Shares, Consultant Options and Consultant Rights, being issues of securities made by the Company on 29 June 2018 for which shareholder approval has not already been obtained. Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. Under Listing Rule 7.1A, shareholders can give prior approval (by special resolution at an annual general meeting) to the issue of securities equivalent to an additional 10% of its capital over a 12 month period. Shareholders gave their approval for the issue of additional shares under Listing Rule 7.1A at the last annual general meeting of the Company held on 21 November 2017. Equity securities issued with shareholder approval under Listing Rules 7.1 or 7.4 do not count towards the 15% limit under Listing Rule 7.1 or the 10% limit under Listing Rule 7.1A. Listing Rule 7.4 provides that an issue of securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it. If Resolution 1 is approved it will have the effect of refreshing the Company’s ability, to the extent of the Consultant Shares, Consultant Options and Consultant Rights, to issue further capital during the next 12 months pursuant to Listing Rule 7.1 without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act). If Resolution 1 is not passed, the Consultant Shares, Consultant Options and Consultant Rights will be counted toward the 15% limit pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue. For the purposes of ASX Listing Rule 7.5, the Company advises: Number of securities issued 327,000 Consultant Shares, 654,000 Consultant Options and 477,000 Consultant Rights. Date the Company issued the securities The Consultant Shares, Consultant Options and Consultant Rights were issued on 29 June 2018. Issue price of the securities The Consultant Shares, Consultant Options and Consultant Rights were issued for nil consideration. Lithium Consolidated Mineral Exploration Ltd Page 10 Explanatory Memorandum Recipients of the securities The Consultant Shares, Consultant Options and Consultant Rights were issued to consultants of the Company for services in accordance with Service Agreements. Terms of the Securities The Consultant Shares are fully paid ordinary shares and rank equally with all other existing Shares presently on issue. The Consultant Options were issued on the terms and conditions set out in Schedule 1 to this Explanatory Memorandum. The Consultant Rights were issued on the terms and conditions set out in Schedule 2 to this Explanatory Memorandum. Intended use of funds No funds raised. 3.3 Director Recommendation The Board recommends that Shareholders vote in favour of this Ordinary Resolution. 4. Resolution 4 –Issue of Options to Mr Shanthar Pathmanathan 4.1 Introduction The Directors have resolved to refer to members for approval the issue of 2,000,000 options to Mr Shanthar Pathmanathan, a Director of the Company, or his nominee, each exercisable at $0.15 and expiring on 31 December 2021. The Options will vest immediately upon the share price of the Company trading for at least 60 consecutive days at not less than $0.25. The terms of the Pathmanathan Options are set out in more detail below. Approval for the issue of the Pathmanathan Options is sought in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act. If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1, pursuant to exception 14 of Listing Rule 7.2. 4.2 Option Terms A summary of the material terms of the Options is set out below:  The securities to be issued to Mr Shanthar Pathmanathan (Option holder) are options to subscribe for Shares.  The Options are to be issued for no consideration.  The exercise price of each Option is $0.15 (Exercise Price).  The Options will vest immediately upon the share price of the Company trading for at least 60 days at not less than $0.25 in a calendar year (Vesting Date).  The Options will expire and be forfeited (if the Options have not already been forfeited) on the earlier of (Expiry Date): (a) 31 December 2021; or (b) if the Option Holder’s employment or engagement with the Company or an Associated Body Corporate ceases because of an Uncontrollable Event, 6 months (or such other period as the Board shall, in its absolute discretion, determine) from the date on which the Option Holder ceased that employment or engagement; or (c) if the Option Holder’s employment or engagement with the Company or an Associated Body Corporate ceases because of a Controllable Event, 3 months (or such other period as the Board shall, in its absolute discretion, determine) from the date on which the Option Holder Lithium Consolidated Mineral Exploration Ltd Page 11 Explanatory Memorandum ceased that employment or engagement; or (d) if the Option Holder ceases to be employed or engaged by the Company or an Associated Body Corporate of the Company due to fraud, dishonesty or being in material breach of their obligations to the Company or an Associated Body Corporate, immediately upon (or such other period as the Board shall, in its absolute discretion, determine) the date on which the Option Holder ceased that employment or engagement. For the purpose of these Option terms, and in particular, the Expiry terms: - Controllable Event means cessation of employment or engagement other than by an Uncontrollable Event. - Uncontrollable Event means: (1) death, serious injury, disability or illness which renders the Eligible Person incapable of continuing their employment or engagement (or providing the services the subject of the engagement) with the Company or Associated Body Corporate; (2) forced early retirement, retrenchment or redundancy; or (3) such other circumstances which results in an Eligible Person leaving the employment of or ceasing their engagement with the Company or Associated Body Corporate and which the Board determines is an Uncontrollable Event.  Shares issued on exercise of the Options will rank pari passu with all existing Shares from the date of issue.  Once vested the Options may be exercised wholly or in part by notice in writing to the Company received at any time on or before the Expiry Date together with a cheque for the Exercise Price of the Option multiplied by the number of Shares in respect of which Options are being exercised.  The Options shall be unlisted but shall be transferable.  Upon allotment of Shares pursuant to the exercise of Options, the Company shall use its best endeavours to have such Shares quoted and listed on the Official List of the ASX.  Option holders do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where required pursuant to the Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules.  Option holders do not participate in dividends or in bonus issues unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend or bonus issue.  In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company: (a)