23rd Oct 2008 08:31
Range Resources Ltd ABN 88 002 522 009 23 October 2008 16 Southport Street West Leederville, 6007 Western Australia Tel: +61 8 6389 5700 Fax: +61 8 9381 4944 [email protected]
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERSRange Resources Ltd ("Range" or the "Company") is pleased to release its Noticeof Annual General Meeting and Explanatory Statement to shareholders. TheCompany also wishes to advise that an amended 2008 Annual Report for Range isavailable on the Company's website, and is today being sent to shareholders.
For Range enquiries, please contact:
Australia UK Range Resources Ltd. Range Resources Ltd. Robert Hyndes Peter Landau +61.8.9324.8513 +44.207.389.8191 [email protected] [email protected] RFC Corporate Finance Fox-Davies Capital (Nominated Advisor) (Broker) Stuart Laing Daniel Fox-Davies +61.8.9.480.2500 +44.207.936.5200 RANGE RESOURCES LTD ACN 002 522 099 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS TIME: 9.00 AM
DATE: MONDAY, 24 NOVEMBER 2008
PLACE: THE CELTIC CLUB, 48 ORD STREET, WEST PERTH
IMPORTANT INFORMATION
This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional
advisers without delay.
You are encouraged to attend the meeting, but if you cannot, you are requested
to complete and return the enclosed Proxy Form without delay to Range Resources Limited at 16 Southport Street, West Leederville WA 6007 or by facsimile on facsimile number +61 8 9381 4944. RANGE RESOURCES LTD ACN 002 522 009 NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Range Resources Limited ("the Company") will be held as specified below:
TIME: 9.00am
DATE: Monday, 24 November 2008
PLACE: Celtic Club, 48 Ord Street, West Perth, Western Australia
Terms and abbreviations used in this Notice of Annual General Meeting and theExplanatory Statement are defined in Section 4 of the accompanying ExplanatoryStatement.ORDINARY BUSINESSFinancial Reports
To receive and consider the financial report and the directors' and auditors' reports for the year ended 30 June 2008.
RESOLUTION 1: Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That the Remuneration Report for the year ended 30 June 2008 be adopted."
Note - the vote on this Resolution is advisory only and does not bind the Directors or the Company
RESOLUTION 2: Re-election of Director - Sir Samuel Jonah
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Sir Samuel Jonah being a Director of the Company who retires by rotationpursuant to clause 53.1 of the Company's Constitution, and being eligible, isre-elected as a Director of the Company."
EXPLANATORY STATEMENT
Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting for further information in relation to the Resolutions.
PROXIES
Members are encouraged to attend the meeting, but if you are unable to attendthe meeting, we encourage you to complete and return the enclosed proxy formwithout delay.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
* each Shareholder has the right to appoint a proxy; * the proxy need not be a Shareholder of the Company; and * a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the Annual General Meeting and return as soon as possible by:
* facsimile to the Company on +61 8 9381 4944; or
* post to the Company at 16 Southport Street, West Leederville WA 6007.
Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.
Proxy Forms received later than this time will be invalid.
DATE FOR DETERMINING SHAREHOLDERS
For the purposes of regulation 7.11.37 of the Corporations Act, the Directorshave set 7.00am (WST) on Monday, 24 November 2008 as the time and date todetermine who are registered Shareholders in the Company for the purposes ofthe Annual General Meeting. Accordingly Share transfers registered after thattime will be disregarded in determining entitlements to attend and vote at theAnnual General Meeting.Dated: 17 October 2008By order of the BoardSusan HunterCompany Secretary RANGE RESOURCES LTD ACN 002 522 009 EXPLANATORY STATEMENT TO SHAREHOLDERS
This Explanatory Statement has been prepared to assist Shareholders of the
Company in understanding the business to be put to Shareholders for their
consideration at the forthcoming Annual General Meeting. The Directors recommend that you read this Explanatory Statement and attend the Annual General Meeting.
1. ANNUAL FINANCIAL REPORTS
The Corporations Act requires the Company's financial statements and reports ofthe Directors and of the auditors for the year ended 30 June 2008 to be laidbefore the Annual General Meeting. The financial statements and the reports ofthe Directors and of the auditors are contained in the Company's 2008 AnnualReport, a copy of which is available on the Company's website atwww.rangeresources.com.au.
While no resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered.
2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT
The Remuneration Report is required to be considered for adoption in accordancewith section 250R of the Corporations Act. The Remuneration Report whichdetails the Company's policy on the remuneration of non-executive directors,executive directors and senior executives is part of the Directors Reportcontained in Company's 2008 Annual Report, a copy of which is available on theCompany's website at www.rangeresources.com.au.The vote on this Resolution is advisory only and does not bind the Company orthe Directors. A reasonable opportunity will be given for the discussion of theRemuneration Report at the Annual General Meeting.
3. RESOLUTION 2: RE-ELECTION OF DIRECTOR - SIR SAMUEL JONAH
Clause 53.1 of the Company's Constitution requires one third of the directors(other than the Managing Director) to retire at each annual general meeting.Accordingly, Sir Samuel Jonah retires from office, and being eligible, offershimself for re-election as a Director of the Company.Sir Samuel Jonah is non-executive Chairman of Range Resources Limited, andnon-executive President of Anglo Gold Ashanti Limited, a NYSE-listed companywhich is one of the world's largest gold companies and the largestAfrican-based gold producer. He was appointed to the position of chiefexecutive officer of Ashanti Goldfields Company Limited in 1986 and oversaw itsgrowth and listing as the first operating sub-Saharan African company on theNYSE. He became President of Anglo Gold Ashanti in May 2004, when Anglo GoldLimited acquired Ashanti. Sir Samuel Jonah has been decorated with many awardsand honours (including an honorary Doctor of Science) and, in 2003, wasconferred with an Honorary Knighthood. In addition, he has received theprestigious Star of Ghana from the Ghanaian Government.He is a member of numerous advisory committees including President ThaboMbeki's International Investment Advisory Council of South Africa, PresidentKufuor's Ghana Investors' Advisory Council, and the United Nations SecretaryGeneral's Global Compact Advisory Council. He is currently a director on anumber of public and private company boards including Anglo Gold AshantiLimited, Anglo American Corporation of South Africa, Anglo American PlatinumCorporation Ltd. (Amplats), Titanium Resources Group Ltd., and Standard BankGroup. He is also an advisor to four Presidents in Africa - President Kufuor ofGhana, President Obasanjo of Nigeria, President Mbeki of South Africa andPresident Hersi of Puntland.
4. DEFINITIONS
Annual General Meeting: means the meeting of the Shareholders convened for the purposes (including others) of considering the Resolutions contained in the Notice of Annual General Meeting.
Board: means the current board of Directors of the Company.
Company: means Range Resources Limited, ABN 88 002 522 009.
Constitution: means the constitution of the Company.
Corporations Act: means the Corporations Act 2001 (Cth).
Director: means a director of the Company.
Explanatory Statement: means the explanatory statement accompanying the Notice of Annual General Meeting.
Notice of Annual General Meeting: means the notice convening the Annual General Meeting accompanying this Explanatory Statement.
Proxy Form: means the form of proxy accompanying the Notice of Annual General Meeting.
Resolution: means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting.
Share: means a fully paid ordinary share in the Company.
Shareholder: means a person entered in the Company's register as a holder of a Share.
vendorRelated Shares:
STA.L