28th Oct 2005 08:34
Aquarius Platinum Limited EXEMPT COMPANY NO. EC26290 ARBN 087 577 893 Notice of Annual General Meeting and Explanatory Memorandum Date of Meeting: Wednesday, 30 November 2005 Time of Meeting: 9:00 am Place of Meeting: Clarendon House 2 Church Street Hamilton BERMUDA This Notice of General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290 ARBN 087 577 893 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that an annual general meeting of shareholders ofAquarius Platinum Limited ("Company") will be held at 9:00 am on Wednesday, 30November 2005 at Clarendon House, 2 Church Street, Hamilton, Bermuda.The Explanatory Memorandum which accompanies and forms part of this Notice ofAnnual General Meeting describes the various matters to be considered andcontains a glossary of defined terms for terms that are not defined in full inthis Notice of Annual General Meeting.Agenda1.Appointment of Chairman of the Meeting2. Confirmation of the Notice and Quorum3. Accounts for the Period Ended 30 June 2005To receive the financial statements, directors' report and auditor's report forthe Company and its controlled entities for the period ended 30 June 2005.4. Resolution 1 - Re-election of Mr Nicholas SibleyTo consider and, if thought fit, to pass, the following resolution:"That Mr Nicholas Sibley, who retires by rotation in accordance with theCompany's Bye-Laws and being eligible, offers himself for re-election, bere-elected as a Director."5. Resolution 2 - Re-election of Mr David DixTo consider and, if thought fit, to pass, the following resolution:"That Mr David Dix, who retires by rotation in accordance with the Company'sBye-Laws and being eligible, offers himself for re-election, be re-elected as aDirector."6. Resolution 3 - Re-election of Sir William PurvesTo consider and, if thought fit, to pass, the following resolution:"That Sir William Purves, who retires by rotation in accordance with theCompany's Bye-Laws and being eligible, offers herself for re-election, bere-elected as a Director."7. Resolution 4 - Re-election of Mr Zwelakhe SisuluTo consider, and if thought fit, to pass, the following resolution:"That Mr Zwelakhe Sisulu, who was appointed a director of the Company to fill acasual vacancy on 4 February 2005, retires in accordance with the ASX ListingRules and being eligible, offers himself for re-election, be re-elected as aDirector."8. Resolution 5 - Re-appointment of AuditorTo consider and, if thought fit, to pass, with or without amendment, thefollowing resolution:"That, Messrs Ernst & Young of Perth, Western Australia, be and are herebyappointed as Auditors of the Company until the conclusion of the next annualgeneral meeting at a fee to be agreed by the Directors."9. Resolution 6 - Directors' FeesTo consider and, if thought fit, to pass, with or without amendment, thefollowing resolution:"That, for the purposes of Bye-Law 22.1, ASX Listing Rule 10.17 and for allother purposes, the maximum fees payable to the non-executive directors of theCompany be US$850,000 per annum, to be divided amongst the non-executivedirectors in such proportions and in such manner as they may agree and, indefault of agreement, in equal shares."The Company will disregard any votes cast on this resolution by a director of the Company and any associate of such director. However, the Company need not disregard a vote if it is cast by a director as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it iscast by a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. By Order of the BoardWilli BoehmCompany SecretaryDATED: 28 October 2005 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS PROXY INSTRUCTIONSShareholders are entitled to appoint up to two persons (including a bodycorporate) to act as proxies to attend and vote on their behalf. Where morethan one proxy is appointed each proxy may be appointed to represent a specificproportion of the shareholder's voting rights. If the appointment does notspecify the proportion or number of votes each proxy may exercise, each proxymay exercise half of the votes. If a body corporate is appointed as proxy, thebody corporate may appoint an individual as a representative to exercise itspowers at the meeting.The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on itsface to be an authentic copy of the proxy form (and the power of attorney orother authority) must be deposited at or sent by facsimile transmission to oneof the following locations, not less than 48 hours before the time for holdingthe Meeting, or adjourned meeting as the case may be, at which the individualnamed in the proxy form proposes to vote. Codan Services Computershare ServicesAquarius Platinum Corporate PLC Services Pty Ltd Clarendon House The Pavilions PO Box 485 2 Church Street Bridgwater Road SOUTH PERTH WA 6951 Hamilton HM CX Bedminster Down AUSTRALIA BERMUDA Bristol BS99 7NH Facsimile (618) 9367 5233 Facsimile (441) 292 ENGLAND 4720 Facsimile (870) 703 6101 AQUARIUS PLATINUM LIMITED PROXY FORM Exempt Company Number EC26290ARBN 087 577 893The proxy form must be signed by the shareholder or his/her attorney dulyauthorised in writing or, if the shareholder is a corporation in a mannerpermitted by the Company's bye-laws and the Companies Act.The proxy may, but need not, be a shareholder of the Company.In the case of shares jointly held by two or more persons, all joint holdersmust sign the proxy form.A proxy form is attached to this Notice.VOTING ENTITLEMENTFor the purposes of determining voting entitlements at the Meeting, shares willbe taken to be held by the persons who are registered as holding the shares at9:00 am on Monday, 28 November 2005. Accordingly, transactions registered afterthat time will be disregarded in determining entitlements to attend and vote atthe Meeting.I/We_______________________________________________________________________________________________________________________of_______________________________________________________________________________________________________________________being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitledto _____________________________________________ shares in the Companyhereby appoint_____________________________________________________________________________________________________________________of_______________________________________________________________________________________________________________________or failing him/her____________________________________________________________________________________________________________________of_______________________________________________________________________________________________________________________or failing him/her the Chairman as my/our proxy to vote for me/us and on my/ourbehalf at the special general meeting of the Company to be held at ClarendonHouse,2 Church Street, Hamilton, Bermuda at 9:00 am on Wednesday, 30 November 2005and at any adjournment thereof in respect of ___________________________ ofmy/our shares or, failing any number being specified, ALL of my/our shares inthe Company.If more than one proxy is appointed, the proportion of voting rights this proxyis authorised to exercise is [ ]%. (An additional proxy form will besupplied by the Company on request.)In relation to undirected proxies, the Chairman intends to vote in favour ofeach resolution.If you do not wish to direct your proxy how to vote, please place a mark in thebox.By marking this box, you acknowledge that the Chairman may exercise your proxyeven if he has an interest in the outcome of a resolution and votes cast by himother than as proxy holder will be disregarded because of that interest. If youwish to indicate how your proxy is to vote, please tick the appropriate placesbelow. If no indication is given on a resolution, the proxy may abstain or voteat his or her discretion.I/we direct my/our proxy to vote as indicated :Resolution For Against Abstain 1.Re-election of Mr Nicholas Sibley 2. Re-election of Mr David Dix 3. Re-election of Sir William Purves 4. Re-election of Mr Zwelakhe Sisulu 5. Re-appointment of Auditor 6.Directors' Fees As witness my/our hand/s this day of 2005If a natural person: SIGNED by ) in the presence of: ) Name (Printed) Witness Name (Printed) If a company: EXECUTED by in accordance with its Director Director/Secretary constitution Name (Printed) Name (Printed) If by power of attorney: Signed for and on behalf of Signature of Attorney by under a Power of Attorney dated and/who declares that he/has not Signature of Witness received and revocation of such Power of Attorney in the presence of AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290 ARBN 087 577 893 Explanatory Memorandum This Explanatory Memorandum has been prepared for the information of members inAquarius in connection with the business to be conducted at the Annual GeneralMeeting of the members of the Company to be held at Clarendon House, 2 ChurchStreet, Hamilton, Bermuda at9:00 am on Wednesday, 30 November 2005.This Explanatory Memorandum should be read in conjunction with, and forms partof, the accompanying Notice of Annual General Meeting. A glossary of terms isincluded at the end of this Explanatory Memorandum.Full details of the resolutions to be considered at the Meeting are set outbelow.1. Resolution 1 - Re-Election of Mr Nicholas Sibley as a DirectorIt is a requirement under the Company's Bye-laws that Mr Nicholas Sibley retireby rotation. Mr Sibley has offered himself for re-election as a Director.The remaining Directors recommend to shareholders that Mr Sibley be re-elected.2. Resolution 2 - Re-Election of Mr David Dix as a DirectorIt is a requirement under the Company's Bye-laws that Mr David Dix retire byrotation. Mr Dix has offered himself for re-election as a Director.The remaining Directors recommend to shareholders that Mr Dix be re-elected.3. Resolution 3 - Re-Election of Sir William Purves as a DirectorIt is a requirement under the Company's Bye-laws that Sir William Purves retireby rotation. Sir William Purves has offered himself for re-election as aDirector.The remaining Directors recommend to shareholders that Sir William Purves bere-elected.4. Resolution 4 - Re-Election of Mr Zwelakhe Sisulu as a DirectorIt is a requirement under the ASX Listing Rules that Mr Zwelakhe Sisulu, whowas appointed a director of the Company to fill a casual vacancy, retire at theAnnual General Meeting. Mr Sisulu has offered himself for re-election as aDirector.The remaining Directors recommend to shareholders that Mr Sisulu be re-elected.5. Resolution 5 - Re-Appointment of AuditorSection 89(2) of the Companies Act 1981 of Bermuda provides that members of acompany at each annual general meeting shall appoint one or more auditors tohold office until the close of the next annual general meeting. In addition,Section 89(6) provides that the remuneration of an auditor appointed by themembers shall be fixed by the members or by the Directors, if they areauthorised to do so by the members.Ernst & Young are the Company's auditors. Pursuant to resolution 5, Ernst &Young will be re-appointed the Company's auditors until the close of the nextannual general meeting at a fee to be agreed by the Directors.6. Resolution 6 - Directors' FeesThe Company seeks shareholder approval to increase the maximum fees payable tothe Directors each year from $500,000 to $850,000 per annum.The proposed maximum fee level is considered comparable to directors' fees paidby other companies of a similar size that have exposure to the ASX, LSE andJSE.The increase in aggregate Directors' fees is to enable the Board to be in aposition to pay and retain Directors at commercial rates commensurate withtheir experience and expertise and to ensure that the Company is able toattract and retain appropriately qualified and experienced candidates asDirectors and also allow for any future increase in Board numbers.Given their interest in the subject matter of this resolution, the directorsmake no recommendation to shareholders on resolution 6.7. Glossary of TermsIn the Notice of Annual General Meeting and this Explanatory Memorandum thefollowing words and expressions have the following meanings:"ASX" means Australian Stock Exchange Limited."ASX Listing Rules" means the official listing rules of ASX."Board" means the board of Directors."Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893."Directors" means the directors of the Company from time to time."Explanatory Memorandum" means this explanatory memorandum."Meeting" and "Annual General Meeting" means the annual general meeting ofshareholders in the Company or any adjournment thereof, convened by the Notice."Notice" and "Notice of Annual General Meeting" means the notice of annualgeneral meeting which accompanies this Explanatory Memorandum. OR OR ENDAQUARIUS PLATINUM LIMITEDRelated Shares:
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