3rd Nov 2008 09:15
Aquarius Platinum LimitedEXEMPT COMPANY NO. EC26290ARBN 087 577 893
Notice of Annual General Meeting
andExplanatory Memorandum Date of Meeting: Friday, 28 November 2008 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.
Your 2008 Annual Report is now available at www.aquariusplatinum.com
AQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday, 28 November 2008 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.
Agenda
1. Appointment of Chairman of the Meeting
2. Confirmation of the Notice and Quorum
3. Accounts for the Period Ended 30 June 2008
To receive the financial statements, directors' report and auditor's report for the Company and its controlled entities for the period ended 30 June 2008.
4. Resolution 1 - Re-election of Mr David Dix
To 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."
5. Resolution 2 - Re-election of Sir William Purves
To consider and, if thought fit, to pass, the following resolution:
"That Sir William Purves, who retires by rotation in accordance with the Company's Bye-Laws and being eligible, offers himself for re-election, be re-elected as a Director."
6. Resolution 3 - Re-appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors."
By Order of the BoardWilli BoehmCompany SecretaryDATED: 3 November 2008 AQUARIUS PLATINUM LIMITED PROXY FORM Exempt Company Number EC26290 ARBN 087 577 893
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 Investor Aquarius Platinum Corporate Services PLC Services Pty Ltd The Pavilions Clarendon House Bridgwater Road Bristol BS99 6ZY PO Box 485 2 Church Street ENGLAND SOUTH PERTH WA 6951 Hamilton HM CX AUSTRALIA BERMUDA Facsimile (870) 703 6076 Facsimile (618) 9367 5233 Facsimile (441) 292 4720
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation in a manner permitted 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 holders must sign the proxy form.
A proxy form is attached to this Notice.
VOTING ENTITLEMENT
For 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 at5.00pm Wednesday, 26 November 2008. 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 entitled to _____________________________________________ shares in the Company
hereby 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 Friday, 28 November 2008 and at any adjournment thereof in respect of ___________________________ of
my/our shares or, failing any number being specified, ALL of my/our shares in the Company.
If more than one proxy is appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)
In relation to undirected proxies, the Chairman intends to vote in favour of each resolution.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
‚£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. Ifyou wish to indicate how your proxy is to vote, please tick the appropriateplaces below. If no indication is given on a resolution, the proxy may abstainor vote at his or her discretion.
I/we direct my/our proxy to vote as indicated :
Resolution For\ Against Abstain 1. Re-election of Mr David Dix 2. Re-election of Sir William Purves 3. Re-appointment of Auditor
As witness my/our hand/s this day of 2008 If 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/she has not received any revocation of Signature of
such Power Witness of Attorney in the presence of: AQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893Explanatory 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 at 9:00 am on Friday, 28 November 2008.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 out below.
1. Resolution 1 - Re-Election of Mr David Dix as a Director
It is a requirement under the Company's Bye-laws that Mr David Dix retire by rotation. Mr Dix has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Mr Dix be re-elected.
2. Resolution 2 - Re-Election of Sir William Purves as a Director
It is a requirement under the Company's Bye-laws that Sir William Purves retire by rotation. Sir William Purves has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Sir William Purves be re-elected.
3. Resolution 3 - Re-Appointment of Auditor
Section 89(2) of the Companies Act 1981 provides that members of a company ateach annual general meeting shall appoint one or more auditors to hold officeuntil the close of the next annual general meeting. In addition, Section 89(6)provides that the remuneration of an auditor appointed by the members shall befixed by the members or by the Directors, if they are authorised to do so bythe members.Ernst & Young are the Company's auditors. Pursuant to resolution 3, 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.
4. Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum the following words and expressions have the following meanings:
"ASX" means ASE Limited.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from time to time.
"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 of shareholders in the Company or any adjournment thereof, convened by the Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of annual general meeting which accompanies this Explanatory Memorandum.
"Resolution" means a resolution in the Notice of Meeting.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share in the capital of the Company.
vendorRelated Shares:
AQP.L