1st Nov 2011 08:50
31 October 2011
The ManagerCompany AnnouncementsAustralian Securities Exchange LimitedLevel 6, 20 Bridge StreetSydney NSW 2000By e-lodgement
ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Please find attached the Company's notice of meeting that has been despatched to shareholders. A copy of the full explanatory statement of the notice of meeting along with the Company's Annual Report is available on the company's website - www.rangeresources.com.au
For and on behalf of the Board
Yours faithfullyPeter LandauExecutive DirectorEndsContactsRange Resources LimitedPeter LandauTel : +61 (8) 8 9488 5220Em: [email protected] LondonPPR Tavistock CommunicationsDavid Tasker Ed Portman/Paul YouensTel: +61 (8) 9388 0944 Tel: + 44 (0) 20 7920 3150Em: [email protected] Em: [email protected] Corporate Finance (Nominated Advisor) Old Park Lane Capital (Joint Broker)Stuart Laing Michael ParnesTel: +61 (8) 9480 2500 Tel: +44 (0) 207 493 8188 Panmure Gordon (Joint Broker) Katherine Roe / Brett Jacobs Tel: +44 (0) 207 459 3600Important InformationTIME AND PLACE OF MEETINGNotice is given that the annual general meeting of the Shareholders to whichthis Notice of Meeting relates will be held at 2pm (WST) on 30 November 2011at:
University of Western Australia
Seminar Room 3
Hackett Drive, Crawley, WA 6009
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITYThe Directors have determined pursuant to Regulation 7.11.37 of theCorporations Regulations 2001 (Cth) that the persons eligible to vote at theAnnual General Meeting are those who are registered Shareholders at 2pm (WST)(5pm Sydney daylight savings time) on 28 November 2011.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting at the time, date and place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
New sections 250BB and 250BC of the Corporations Act came into effect on 1August 2011 and apply to voting by proxy on or after that date. Shareholdersand their proxies should be aware of these changes to the Corporations Act, asthey will apply to this Annual General Meeting. Broadly, the changes meanthat:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
- the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
- if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and
- if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and
- if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
- an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
- the appointed proxy is not the chair of the meeting; and
- at the meeting, a poll is duly demanded on the resolution; and
- either of the following applies:
- the proxy is not recorded as attending the meeting;
- the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, tohave been appointed as the proxy for the purposes of voting on the resolutionat the meeting.business of the meetingAGENDAOrdinary business
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
1. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for allother purposes, approval is given for the adoption of the Remuneration Reportas contained in the Company's annual financial report for the financial yearended 30 June 2011"
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if:
(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.
2. Resolution 2 - Re-election of Director - Mr Marcus Edward-Jones
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Marcus Edward Jones, a Director, retires by rotation, and being eligible, is re-elected as a Director."
3. Resolution 3 - Ratification of Prior Issue of Securities - Shares and Options
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 83,563,829 Shares and 41,781,915 Options on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides.
4. Resolution 4 - Placement - Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to that number of Shares, when multiplied by the issue price, will raise up to $10,000,000 on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the proposed issue and a person who mightobtain a benefit, except a benefit solely in the capacity of a holder ofordinary securities, if the Resolution is passed and any associates of thosepersons. However, the Company need not disregard a vote if it is cast by aperson as a proxy for a person who is entitled to vote, in accordance with thedirections on the Proxy Form, or, it is cast by the person chairing themeeting as proxy for a person who is entitled to vote, in accordance with adirection on the Proxy Form to vote as the proxy decides.
5. Resolution 5 - Adoption of New Constitution
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of Section 136(2) of the Corporations Act and for allother purposes, the Company adopts a new constitution in the form as signed bythe Chairman of the Meeting for identification purposes, in lieu of theexisting constitution of the Company."DATED: 27 OCTOBER 2011BY ORDER OF THE BOARDJane FleggCOMPANY SECRETARY
A copy of the full explanatory statement is available on the Company's Website
PINXRelated Shares:
STA.L