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Scheme Booklet Registered with Asic ASX RELEASE SCHEME BOOKLET REGISTERED WITH ASIC 1 August 2019 Kidman Resources Limited (Kidman or the Company) (ASX: KDR) refers to its announcement dated 31 July 2019 in which it advised that the Federal Court had ordered that a meeting of Kidman shareholders (Scheme Meeting) be convened to consider and vote on the proposed Scheme of Arrangement (Scheme) with Wesfarmers Lithium Pty Ltd, a wholly- owned subsidiary of Wesfarmers Limited (Wesfarmers). The Scheme Meeting will be held at 10:00am on 5 September 2019 at the RACV Club, Level 2, Bourke Room 2&3, 501 Bourke Street, Melbourne Victoria 3000. A General Meeting of the Company will take place immediately following the closing or adjournment of the Scheme Meeting. All Kidman shareholders are encouraged to vote either by attending the Scheme Meeting and the General Meeting in person, or by lodging proxy forms with the Kidman share register or appointing proxies online, by 10.00am (AEST) on 3 September 2019. Details of how to lodge a proxy form are included in the information memorandum in relation to the Scheme (Scheme Booklet) or, in the case of the General Meeting, in the Notice of General Meeting that forms part of the Scheme Booklet. Scheme Booklet registration The Scheme Booklet has today been registered by the Australian Securities and Investment Commission. A copy of the Scheme Booklet, including the Independent Expert’s Report, a Notice of Meeting for the Scheme Meeting and a Notice of General Meeting, and copies of the proxy form for the Scheme Meeting and the proxy form for the General Meeting, are attached to this announcement and will be sent to Kidman shareholders on or about 6 August 2019. Kidman shareholders who have elected to receive communications electronically will receive an email with links to where they can download the Scheme Booklet and lodge their proxies for the Scheme Meeting and the General Meeting online. Shareholders who have not made such an election will be mailed a printed copy of the Scheme Booklet and proxy forms for the Scheme Meeting and the General Meeting. Further information Kidman shareholders can obtain further information in relation to the Scheme by calling the Kidman shareholder information line on 1800 425 578 (within Australia) or +61 1800 425 578 (outside of Australia), Monday to Friday (excluding public holidays), between 7:00am and 7:30pm (AEST). For more information Investors: Sarah McNally Investor Relations Tel: +61 436 611 192 Email: [email protected] Media: Olivia Brown Hayley Morris MorrisBrown Communications MorrisBrown Communications Tel: +61 409 524 960 Tel: +61 407 789 018 Email: [email protected] Email: [email protected] ABOUT KIDMAN RESOURCES Kidman Resources Limited (ASX:KDR) is developing the world class Mt Holland Lithium Project in a 50:50 joint venture called Covalent Lithium with Sociedad Química y Minera De Chile S.A., the world’s largest lithium producer. The Mt Holland Lithium Project comprises a Mine & Concentrator and Refinery and will be a globally significant, low cost, integrated producer of battery-grade lithium hydroxide meeting increased demand from the electric vehicle market. Kidman Resources Limited ABN 88 143 526 096 [7872513: 24658988_6]NE Suite, Level 30 | 140 William Street | Melbourne Victoria 3000 | Australia KIDMAN RESOURCES LIMITED ACN 143 526 096 SCHEME BOOKLET In relation to a proposal from Wesfarmers Lithium Pty Ltd (a wholly-owned Subsidiary of Wesfarmers Limited) to acquire all of your Kidman Shares by way of a scheme of arrangement. THE KIDMAN DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL AND PROVIDED THAT THE INDEPENDENT EXPERT CONTINUES TO CONCLUDE THAT THE SCHEME IS IN THE BEST INTERESTS OF KIDMAN SHAREHOLDERS. This is an important document and requires your immediate attention. You should read this document in full before you decide whether or not to vote in favour of the Scheme. If you are in any doubt about what action you should take, please consult your legal, financial or other professional advisers. This Scheme Booklet has been sent to you because you are shown in the Register as holding Kidman Shares. If you have recently sold your Kidman Shares, please disregard this Scheme Booklet. This Scheme Booklet is dated 30 July 2019. IMPORTANT NOTICES GENERAL None of Kidman nor its directors, officers take any responsibility for officers or Advisers assume any the contents of this Scheme Kidman Shareholders should read responsibility for the accuracy or Booklet. this Scheme Booklet in its entirety completeness of the Wesfarmers before making a decision as to how A copy of this Scheme Booklet has Information and, to the maximum to vote on the Scheme Resolution. been provided to the ASX. Neither extent permitted by law, Kidman If you are in any doubt as to any the ASX nor any of its officers take will not be responsible for any action you should take, please any responsibility for the contents Wesfarmers Information and consult your legal, financial, of this Scheme Booklet. disclaims liability for Wesfarmers taxation or other professional Information appearing in this adviser immediately. IMPORTANT NOTICE Scheme Booklet. ASSOCIATED WITH COURT PURPOSE OF THIS KPMG Financial Advisory Services ORDER UNDER SUBSECTION DOCUMENT (Australia) Pty Ltd has prepared 411(1) OF CORPORATIONS ACT The purpose of this Scheme Booklet the Independent Expert’s Report is to explain the terms of the and takes responsibility for that A copy of this Scheme Booklet has Scheme and the manner in which report. None of Kidman, been lodged with the Court to the Scheme will be considered and Wesfarmers nor their respective obtain an order of the Court implemented (if approved) and to directors, officers and Advisers approving the convening of the provide such information as is assume any responsibility for the Scheme Meeting. Orders made by prescribed or otherwise material to accuracy or completeness of the the Court are made under section the decision of Kidman Independent Expert’s Report. 411(1) of the Corporations Act. Shareholders whether or not to AMC Consultants Pty Ltd has The fact that the Court has ordered approve the Scheme. This Scheme prepared the Independent that the Scheme Meeting be Booklet includes the explanatory Specialist Technical Report (which convened and has directed that statement required to be sent to is an annexure to the Independent this Scheme Booklet accompany Kidman Shareholders under Part 5.1 Expert’s Report) and takes the Notice of Scheme Meeting of the Corporations Act. responsibility for that report. None does not mean that the Court: of Kidman, Wesfarmers nor their RESPONSIBILITY FOR respective directors, officers and (a) has formed any view as to the INFORMATION Advisers assume any responsibility merits of the proposed The information contained in this for the accuracy or completeness Scheme or as to how Kidman Scheme Booklet, other than the of the Independent Specialist Shareholders should vote (on Wesfarmers Information and the Technical Report. this matter Kidman Independent Expert’s Report, has Shareholders must reach their been given by, and is the ASIC AND ASX own conclusion); responsibility of, Kidman. Kidman’s A copy of this Scheme Booklet has (b) has prepared, or is responsible Advisers do not assume any been provided to ASIC under for, the content of this Scheme responsibility for the accuracy or section 411(2) of the Corporations Booklet; or completeness of the Kidman Act and registered by ASIC under (c) has approved or will approve Information. None of Wesfarmers, section 412(6) of the Corporations the terms of the Scheme. nor its directors, officers or Act. ASIC has been given the Advisers assume any responsibility opportunity to comment on this The order of the Court that the for the accuracy or completeness Scheme Booklet in accordance Scheme Meeting be convened is of the Kidman Information and, to with section 411(2) of the not, and should not be treated as, the maximum extent permitted by Corporations Act. Kidman has an endorsement by the Court of, or law, Wesfarmers will not be asked ASIC to provide a statement, any other expression of opinion by responsible for any Kidman in accordance with section 411(17) the Court on, the Scheme. Information and disclaims liability (b) of the Corporations Act, that for Kidman Information appearing ASIC has no objection to the in this Scheme Booklet. Scheme. If ASIC provides that The Wesfarmers Information has statement, it will be produced to been given by, and is the the Court at the Second Court responsibility of, Wesfarmers. Hearing. Neither ASIC nor its KIDMAN RESOURCES SCHEME BOOK 1 IMPORTANT NOTICES NOTICE OF SECOND COURT 10.15 am (AEST) on 12 September relating to Kidman’s or Wesfarmers’ DATE AND IF A KIDMAN 2019 at the Federal Court of plans, intentions or expectations of SHAREHOLDER WISHES TO Australia, 305 William St, future costs or revenues, relate to OPPOSE THE SCHEME Melbourne, VIC 3000, though an the future and are forward looking earlier or later date may be sought. statements or information. At the Second Court Hearing, the Any change to this date will be These forward looking statements Court will consider whether to notified on Kidman’s website involve known and unknown risks, approve the Scheme following the (www.kidmanresources.com.au) uncertainties, assumptions and vote at the Scheme Meeting. and on the ASX website other important factors that could A Kidman Shareholder has the (www.asx.com.au). cause the actual events and results right to appear and be heard at the to vary significantly from those Second Court Hearing and may NO INVESTMENT ADVICE included in, or contemplated by, oppose the approval of the This Scheme Booklet has been such statements.
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