29th Oct 2007 10:02
Berkeley Resources Limited29 October 2007 BERKELEY RESOURCES LIMITED ABN 40 052 468 569 NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held at the Plaza Level, BGCCentre, 28 The Esplanade Perth, Western Australia on Thursday 29 November 2007at 4.00pm. This Notice of Annual General Meeting should be read in its entirety. IfShareholders are in doubt as to how they should vote, they should seek advicefrom their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact theCompany Secretary by telephone on (08) 9322 6322. BERKELEY RESOURCES LIMITED ABN 40 052 468 569 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of shareholders ofBerkeley Resources Limited ("Company") will be held at the Plaza Level, BGCCentre, 28 The Esplanade, Perth, Western Australia on 29 November 2007 at 4.00pm("Meeting"). The Explanatory Memorandum to this Notice of Annual General Meeting providesadditional information on matters to be considered at the Meeting. TheExplanatory Memorandum and Proxy Form are part of this Notice of Annual GeneralMeeting. The Directors have determined pursuant to regulation 7.11.38 of the CorporationsRegulations 2001 (Cth) that the persons eligible to vote at the Meeting arethose who are registered as Shareholders of the Company on 27 November 2007 at5.00pm. Terms and abbreviations used in this Notice and Explanatory Memorandum aredefined in Schedule 1. AGENDA 1. Annual Report To table and consider the Annual Report of the Company and its controlledentities for the year ended 30 June 2007, which includes the financial reportand directors' report in relation to that financial year and the auditor'sreport on the financial report. 2. Resolution 1 - Remuneration Report To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That the Remuneration Report be adopted by the Shareholders on the terms andconditions in the Explanatory Memorandum." 3. Resolution 2 - Re-election of Director - Senor Jose Ramon Esteruelas To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That Senor Jose Ramon Esteruelas who retires in accordance with the Company'sConstitution and, being eligible, offers himself for re-election, be re-electedas a director." 4. Resolution 3 - Re-election of Director - Dr Robert Hawley To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That Dr Robert Hawley who retires in accordance with the Company's Constitutionand, being eligible, offers himself for re-election, be re-elected as adirector." BY ORDER OF THE BOARD Clint McGhieCompany SecretaryDated: 25 October 2007 BERKELEY RESOURCES LIMITED ABN 40 052 468 569 EXPLANATORY MEMORANDUM 1. Introduction This Explanatory Memorandum has been prepared for the information ofShareholders of the Company in connection with the business to be conducted atthe Annual General Meeting to be held at the Plaza Level, BGC Centre, 28 TheEsplanade, Perth, Western Australia on 29 November 2007 at 4.00pm. This Explanatory Memorandum should be read in conjunction with and forms part ofthe accompanying Notice. The purpose of this Explanatory Memorandum is toprovide information to Shareholders in deciding whether or not to pass theResolutions set out in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefullybefore deciding how to vote on the Resolutions. A Proxy Form is attached to the Notice. This is to be used by Shareholders ifthey wish to appoint a representative (a "proxy") to vote in their place. AllShareholders are invited and encouraged to attend the Annual General Meeting or,if they are unable to attend in person, sign and return the Proxy Form to theCompany in accordance with the instructions thereon. Lodgement of a Proxy Formwill not preclude a Shareholder from attending and voting at the Annual GeneralMeeting in person. 3. Annual Report There is no requirement for Shareholders to approve the Annual Report. Shareholders will be offered the following opportunities: a) Discuss the Annual Report for the financial year ended 30 June 2007which is online at http://www.berkeleyresources.com.au and click on the directlink. b) Ask questions or make comment on the management of the Company. c) Ask the auditor questions about the conduct of the audit and thepreparation and content of the auditor's report. In addition to taking questions at the Meeting, written questions to theChairman about the management of the Company, or to the Company's auditor about: a) the preparation and content of the auditor's report; b) the conduct of the audit; c) accounting policies adopted by the Company in relation to thepreparation of the financial statements; and d) the independence of the auditor in relation to the conduct of theaudit, may be submitted no later than 5 business days before the Meeting to the CompanySecretary at the Company's registered office. 4. Resolution 1 - Remuneration Report Pursuant to section 250R(2) of the Corporations Act, the Company is required toput the Remuneration Report to the vote of Shareholders. The Annual Report forthe period ended 30 June 2007 contains a Remuneration Report which sets out theremuneration policy for the Company and reports the remuneration arrangements inplace for the executive and non-executive Directors. Section 250R(3) of the Corporations Act provides that Resolution 1 is advisoryonly and does not bind the Directors of the Company. Of itself, a failure ofShareholders to pass Resolution 1 will not require the Directors to alter any ofthe arrangements in the Remuneration Report, however the Board will take theoutcome of the vote into consideration when considering the remuneration policy. The Chair of the Meeting will allow a reasonable opportunity for Shareholders asa whole to ask about, or make comments on the Remuneration Report. 5. Resolution 2 - Re-election of Director - Senor Jose Ramon Esteruelas Senor Jose Ramon Esteruelas offers himself for re-election in accordance withthe Company's Constitution, which requires Directors to retire at the nextAnnual General Meeting following their initial appointment as a Director. Senor Esteruelas is an experienced Spanish executive whose senior executiveroles have included Director General of Correos y Telegrafos (the Spanish postalservice), President of Minas de Almaden y Arrayanes SA (formerly the world'slargest mercury producer) and Chief Executive Officer of Compania Espanola deTabaco en Rama S.A., the leading tobacco transforming company in Spain. Senor Esteruelas was appointed a Director of Berkeley Resources Limited on 16November 2006. 6. Resolution 3 - Re-election of Director - Dr Robert Hawley Dr Robert Hawley offers himself for re-election in accordance with the Company'sConstitution which requires one third of all Directors to retire at each AnnualGeneral Meeting. Dr Hawley is based in London and has extensive technical qualifications andsubstantial expertise in the nuclear energy industry as well as broader publiccompany management. He was Chief Executive of British Energy Plc from 1995 to1997, Chief Executive of Nuclear Electric Plc from 1992 to 1996 and prior tothis enjoyed a long career in senior engineering and management positions withCA Parsons & Co Ltd, Northern Engineering Industries Plc and Rolls-Royce Plc. DrHawley has been Managing Director of CA Parsons & Co Ltd, Managing Director ofNorthern Engineering Industries Plc, a Director of Rolls-Royce Plc, Chairman ofTaylor Woodrow Plc, an Advisor Director of HSBC Bank Plc and is presently adirector of Colt Telecom Group Plc, Rutland Trust Plc, Carron Acquisition Co Ltdand Lister Petter Investment Holdings Ltd. He was awarded the CBE in 1997 forservices to the Energy Industry and to Engineering. Dr Hawley's experience in managing Nuclear Electric Plc, the largest nucleargenerator in the United Kingdom, and British Energy Plc, the United Kingdom'sleading electricity supplier, gives him a unique understanding of the nucleargeneration sector in Europe and he is acknowledged as an international expert onpower generation and energy. Dr Hawley was appointed a Director of Berkeley Resources Limited on 20 April2006. Schedule 1- Definitions In this Explanatory Memorandum and Notice of General Meeting: "Annual Report" means the Directors' report, the Company's financial report, andauditor's report thereon, in respect to the period ended 30 June 2007. "ASIC" means Australian Securities and Investments Commission. "ASX" means ASX Limited ABN 98 008 624 691 and where the context permits theAustralian Securities Exchange operated by ASX Limited. "Board" means Directors of the Company. "Business Day" means a day on which the ASX is open for trading. "Chair" means the person appointed to chair the general meeting of the Companyconvened by this Notice. "Company" or "Berkeley" means Berkeley Resources Limited ABN 40 052 468 569. "Constitution" means the Constitution of the Company as at the date of theGeneral Meeting. "Corporations Act" means the Corporations Act 2001 (Cth). "Director" means a Director of the Company. "Explanatory Memorandum" means the explanatory memorandum to the Notice. "Listing Rules" means the listing rules of ASX. "Meeting" has the meaning given in the introductory paragraph of the Notice. "Notice" means this Notice of Annual General Meeting. "Official List" means the official list of ASX. "Proxy Form" means the proxy form attached to the Notice. "Resolution" means a resolution referred to in this Notice. "Share" means a fully paid ordinary share in the capital of the Company. "Shareholder" means a shareholder of the Company. In this Notice, words importing the singular include the plural and vice versa. BERKELEY RESOURCES LIMITED ABN 40 052 468 569 P R O X Y F O R M The Company SecretaryBerkeley Resources Limited By delivery: By post: By facsimile:Level 9, 28 The Esplanade PO Box Z5083 +61 8 9322 6558PERTH WA 6000 PERTH WA 6831 I/We________________________________________________________________________________ of________________________________________________________________________________ being a Shareholder/Shareholders of the Company and entitled to_________________ votes in the Company, hereby appoint 2__________________________________________ or failing such appointment the chairman of the Annual General Meeting as my/ourproxy to vote for me/us on my/our behalf at the Annual General Meeting of theCompany to be held at 4.00pm on 29 November 2007 (WST) at Plaza Level, 28 TheEsplanade, Perth, Western Australia and at any adjournment thereof in the mannerindicated below or, in the absence of indication, as he thinks fit. If 2 proxiesare appointed, the proportion or number of votes of this proxy is authorised toexercise is * ( )% of the Shareholder's votes*/ ( ) of theShareholder's votes. (An additional Proxy Form will be supplied by the Company,on request). INSTRUCTIONS AS TO VOTING ON RESOLUTIONS The proxy is to vote for or against the Resolution referred to in the Notice asfollows: For Against AbstainResolution 1 Remuneration Report Resolution 2 Re-election of Director - Senor Jose Ramon Esteruelas Resolution 3 Re-election of Director - Dr Robert Hawley Authorised signature/s This section must be signed in accordancewith the instructions overleaf to enable your voting instructions to beimplemented. Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company SecretarySecretary ______________________________ __________________ __________________________ Contact Name Contact Daytime Date Telephone ________________________________________________________________________________ 1Insert name and address of 2 Insert name and *Omit if not applicable Shareholder address of proxy Proxy Notes: A Shareholder entitled to attend and vote at the Annual General Meeting mayappoint a natural person as the Shareholder's proxy to attend and vote for theShareholder at that Annual General Meeting. If the Shareholder is entitled tocast 2 or more votes at the Annual General Meeting the Shareholder may appointnot more than 2 proxies. Where the Shareholder appoints more than one proxy theShareholder may specify the proportion or number of votes each proxy isappointed to exercise. If such proportion or number of votes is not specifiedeach proxy may exercise half of the Shareholder's votes. A proxy may, but neednot be, a Shareholder of the Company. If a Shareholder appoints a body corporate as the Shareholder's proxy to attendand vote for the Shareholder at that Annual General Meeting, the representativeof the body corporate to attend the Annual General Meeting must produce theCertificate of Appointment of Representative prior to admission. A form of thecertificate may be obtained from the Company's share registry. You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space. If a representative of the corporation is to attend the General Meeting theappropriate "Certificate of Appointment of Representative" should be producedprior to admission. A form of the certificate may be obtained from theCompany's Share Registry. Proxy Forms (and the power of attorney or other authority, if any, under whichthe Proxy Form is signed) or a copy or facsimile which appears on its face to bean authentic copy of the Proxy Form (and the power of attorney or otherauthority) must be deposited at or received by facsimile transmission at thePerth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or bypost to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed fromwithin Australia or +618 9322 6558 if faxed from outside Australia) not lessthan 48 hours prior to the time of commencement of the General Meeting (WST). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Berkeley Eng