24th Oct 2005 11:12
Dwyka Diamonds Limited24 October 2005 DWYKA DIAMONDS LIMITED NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that an annual general meeting of shareholders of DwykaDiamonds Limited ('the Company') will be held at the Sandalwood Room, GroundFloor, Holiday Inn City Centre, 788 Hay Street Perth, Western Australia at 11.00a.m. (WST) on Wednesday 30 November 2005. AGENDA Financial statements and reports To receive and consider the financial statements, the Directors' report andauditor's report for the Company and its controlled entities for the year ended30 June 2005. Resolutions 1. Adoption of Remuneration ReportTo consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That the remuneration report for the Company and its controlled entities forthe year ended 30 June 2005 be adopted." 2. Re-election of Mr Mike Langoulant as a DirectorTo consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That Mr Mike Langoulant, who was appointed as a director of the Company to filla casual vacancy on 18 April 2005, retires in accordance with the Company'sconstitution and being eligible, offers himself for re-election, be re-electedas a Director." 3. Re-election of Mr Cedric Bredenkamp as a DirectorTo consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That Mr Cedric Bredenkamp, who was appointed as a director of the Company tofill a casual vacancy on 7 June 2005, retires in accordance with the Company'sconstitution and being eligible, offers himself for re-election, be re-electedas a Director." 4. Re-election of Mr Edward Nealon as a DirectorTo consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That Mr Edward Nealon, who retires by rotation in accordance with the Company'sconstitution and being eligible, offers himself for re-election, be re-electedas a Director." 5. Increase in directors' feesTo consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That the maximum aggregate fees payable out of the funds of the Company todirectors of the Company for their services as directors including their serviceon a committee of directors be increased to $300,000 per annum." 6. Issue of Shares to Evan Kirby under the Existing Share PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That, for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise theissue of up to 250,000 shares in the capital of the Company at an issue price of$0.87 per share to Evan Kirby in accordance with the Dwyka Diamonds Share Plan(which was approved by shareholders on 28 November 2003) and otherwise on theterms and conditions set out in the Explanatory Memorandum." 7. Issue of Shares to Mike Langoulant under the Existing Share PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That, for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise theissue of up to 500,000 shares in the capital of the Company at an issue price of$0.87 per share to Mike Langoulant in accordance with the Dwyka Diamonds SharePlan (which was approved by shareholders on 28 November 2003) and otherwise onthe terms and conditions set out in the Explanatory Memorandum." 8. Establishment of replacement Directors and Employees Incentive Share PlanTo consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That, for the purpose of Listing Rule 7.2, exception 9(b) and for all otherpurposes, the directors of the Company are authorised to implement and maintaina replacement share plan to be called the "Dwyka Diamonds Share Plan" and toissue shares under that plan from time to time upon the terms and conditionsspecified in the Rules of the Dwyka Diamonds Share Plan (the terms of which aresummarised in the Explanatory Memorandum), as an exception to Listing Rule 7.1." 9. Establishment of replacement Directors and Employees Incentive Option Plan "That, for the purpose of Listing Rule 7.2, exception 9(b) and for all otherpurposes, the directors of the Company are authorised to implement and maintaina replacement option plan to be called the "Dwyka Diamonds Option Plan" and togrant options and issue shares upon exercise of those options under that planfrom time to time upon the terms and conditions specified in the Rules of theDwyka Diamonds Option Plan (the terms of which are summarised in the ExplanatoryMemorandum), as an exception to Listing Rule 7.1." 10. Issue of Shares to Edward Nealon under the replacement Share PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That, for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise theissue of up to 1,000,000 shares in the capital of the Company at an issue priceof $1.00 per share to Edward Nealon in accordance with the replacement DwykaDiamonds Share Plan and otherwise on the terms and conditions set out in theExplanatory Memorandum." 11. Issue of Shares to Melissa Sturgess under the replacement Share PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise theissue of up to 1,000,000 shares in the capital of the Company at an issue priceof $1.00 per share to Melissa Sturgess in accordance with the replacement DwykaDiamonds Share Plan and otherwise on the terms and conditions set out in theExplanatory Memorandum." 12. Issue of Shares to Evan Kirby under the replacement Share PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise theissue of up to 500,000 shares in the capital of the Company at an issue price of$1.00 per share to Evan Kirby in accordance with the replacement Dwyka DiamondsShare Plan and otherwise on the terms and conditions set out in the ExplanatoryMemorandum." 13. Issue of Shares to Mike Langoulant under the replacement Share PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise theissue of up to 500,000 shares in the capital of the Company at an issue price of$1.00 per share to Mike Langoulant in accordance with the replacement DwykaDiamonds Share Plan and otherwise on the terms and conditions set out in theExplanatory Memorandum." 14. Grant of Options to Cedric Bredenkamp under the replacement Option PlanTo consider and, if thought fit, to pass, the following as an ordinaryresolution: "That for the purposes of subsection 208(1) of the Corporations Act, ListingRule 10.14 and for all other purposes, Shareholders approve and authorise thegrant of up to 500,000 options (each to subscribe for one fully paid ordinaryshare in the capital of the Company and each exercisable at $1.00 on or before30 June 2009) to Cedric Bredenkamp (or his nominee) in accordance with thereplacement Dwyka Diamonds Option Plan and otherwise on the terms and conditionsset out in the Explanatory Memorandum and to allot and issue up to 500,000shares in the capital of the Company on the valid exercise of those options." By order of the board Melissa SturgessExecutive Chairman DATED: 17 October 2005 Proxy voting and entitlement instructions Proxy instructions Shareholders are entitled to appoint up to two individuals or bodies corporateto act as proxies to attend and vote on their behalf. Where more than one proxyis appointed each proxy may be appointed to represent a specific proportion ofthe shareholder's voting rights. If the appointment does not specify theproportion or number of votes each proxy may exercise, each proxy may exercisehalf of the votes. 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 its faceto be an authentic copy of the proxy form (and the power of attorney or otherauthority) must be deposited at or sent by facsimile transmission to theCompany's office, Level 4, HPPL House, 28-42 Ventnor Avenue, 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 bodycorporate named in the proxy form proposes to vote. The 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 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 holdersmust sign the proxy form. 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 at11.00 am on Monday 28 November 2005. Accordingly, transactions registered afterthat time will be disregarded in determining entitlements to attend and vote atthe Meeting. Formal Notice of Annual General Meeting, including Proxy Card and ExplanatoryMemorandum will be available on the Company's website www.dwykadiamonds.com andat www.asx.com.au . For further information please contact: In Australia: In United Kingdom: Melissa Sturgess Laurence Read/ Leesa PetersDwyka Diamonds Limited Conduit PR+61 (0) 8 9324 2955 +44 (0) 20 7618 8707/ +44 (0) 7979 955 923/ +44 (0) 20 7618 8760 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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