23rd Oct 2008 08:18
DWYKA RESOURCES LIMITED
ACN 060 938 552
NOTICE OF ANNUAL GENERAL MEETING
and
EXPLANATORY MEMORANDUM
Date of Meeting: Friday 28 November 2008
Time of Meeting: 1.00 pm (DST)
Place of Meeting: Banksia Room, Holiday Inn City Centre 778-788 Hay Street
Perth Western Australia
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This Notice of Annual 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. |
DWYKA RESOURCES LIMITED
ACN 060 938 552
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of Dwyka Resources Limited ACN 060 938 552 ("Company") will be held at Banksia Room, Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia at 1.00 pm (DST) on Friday 28 November 2008.
The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes the various matters to be considered and contains a glossary of defined terms for terms that are not defined in full in this Notice of Meeting.
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the financial statements, the Directors' report and auditor's report for the Company and its controlled entities for the year ended 30 June 2008.
RESOLUTIONS
Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That the remuneration report for the Company and its controlled entities for the year ended 30 June 2008 be adopted."
The vote on this resolution is advisory only and does not bind the directors or the Company.
Re-election of Mr Michael Langoulant as a Director
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Mr Michael Langoulant, who retires by rotation in accordance with the Company's constitution and being eligible, offers himself for re-election, be re-elected as a Director."
Re-election of Mr Ed Nealon as a Director
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Mr Ed Nealon, who retires by rotation in accordance with the Company's constitution and being eligible, offers himself for re-election, be re-elected as a Director."
BY ORDER OF THE BOARD
Michael Langoulant
Company Secretary
DATED: 15 October 2008
PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONS
Shareholders are entitled to appoint up to two individuals or bodies corporate to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to the Company's office, Suite 2, 5 Ord Street, West Perth WA 6005, +61 8 9324 2977, not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual or body corporate named in the proxy form proposes to vote.
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 Corporations 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 will be taken to be held by the persons who are registered as holding the shares at 5.00 pm DST on Wednesday 26 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
DWYKA RESOURCES LIMITED
ACN 060 938 552
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be considered at the annual general meeting of Shareholders to be held at Banksia Room, Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia at 1.00 pm (DST) on Friday 28 November 2008.
The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting. For the assistance of Shareholders, a glossary of defined terms is included at the end of the Explanatory Memorandum.
Full details of the business to be considered at this Annual General Meeting are set out below.
GLOSSARY OF TERMS
In this Explanatory Memorandum the following expressions have the following meanings:
"Company" or "Dwyka" means Dwyka Resources Limited ACN 060 938 552.
"Constitution" means the Company's constitution from time to time.
"Corporations Act" means the Corporations Act 2001 (Cwth).
"Directors" means the directors of Dwyka from time to time.
"DST" means daylight saving time in Western Australia.
"Explanatory Memorandum" means the explanatory memorandum that accompanies and forms part of this Notice.
"Meeting" or "Annual General Meeting" means the annual general meeting of shareholders of Dwyka convened by this Notice.
"Notice" or "Notice of Annual General Meeting" means the notice of annual general meeting which accompanies this Explanatory Memorandum.
"Resolution" means a resolution referred to in the Notice.
"Share" means an ordinary share in Dwyka Resources Limited.
"Shareholder" means a Dwyka shareholder.
DWYKA RESOURCES LIMITED
ACN 060 938 552
PROXY FORM
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Dwyka Resources Limited, Suite 2, 5 Ord Street, West Perth WA 6005, Facsimile +61 8 9324 2977 |
I/We ____________________________________________________________________________
of ____________________________________________________________________________
being a shareholder/(s) of Dwyka Resources Limited ("Company") and entitled to
shares in the Company
hereby appoint ______________________________________________________________
of ____________________________________________________________________________
or failing him/her/it ________________________________________________________________
of ____________________________________________________________________________
or failing him/her/it the Chairman as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Banksia Room, Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia at 1.00 pm (DST) 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 two proxies are 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.)
If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a resolution, the proxy may abstain or vote at his/her/its discretion.
In relation to undirected proxies, the Chairman intends to vote in favour of all of the Resolutions.
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 proxy even if he has an interest in the outcome of a resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.
I/we direct my/our proxy to vote as indicated overleaf:
Resolution For Against Abstain
Adoption of Remuneration Report □ □ □
Re-election of Mr Michael Langoulant □ □ □
Re-election of Mr Ed Nealon □ □ □
As witness my/our hand/s this day of 2008
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If a natural person:
SIGNED by )
)
________________________________
in the presence of:
________________________________
Witness
________________________________
Name (Printed)
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If a company:
EXECUTED by )
in accordance with its )
constitution )
__________________ ___________________
Director Director/Secretary
__________________ ___________________
Name (Printed) Name (Printed)
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If by power of attorney:
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SIGNED for and on behalf of by under a Power of Attorney dated and who declares that he/she has not received any revocation of such Power of Attorney in the presence of : |
)) ) ) ) ) |
________________________ __________________________
Signature of Attorney Signature of Witness
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