Ann: Flinders announces intention to de-list from ASX, page-14

208 Delisting

(1) The Exchange reserves the power to remove a security from its Official List if the security or the listed issuer does not comply with the requirements in the Manual or if the Exchange considers it in the public interest to do so.

(2) The Exchange may agree to an application by a listed issuer to delist from the Exchange if:

(a) The listed issuer convenes a general meeting to obtain shareholders' approval for the delisting;

(b) The resolution to delist the company has been approved by a majority of at least 75% in nominal value of the shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting (The listed issuer's directors and controlling shareholder need not abstain from voting on the resolution);

(c) The resolution has not been voted against by 10% or more in nominal value of the shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting;

(d) A reasonable exit alternative, which should normally be in cash, should be offered to (i) the listed issuer's shareholders and (ii) holders of any other classes of listed securities to be delisted. This provision will not apply to the holders of securities which are unlisted at the time; and

(e) The listed issuer should normally appoint an independent financial adviser to advise on the exit offer.