23rd Oct 2008 07:00
21 October 2008AIM MarketLondon Stock Exchange10 Paternoster SquareLondon EC4M 7LSDear Sir,
RE: NOTICE OF ANNUAL GENERAL MEETING - 20 NOVEMBER 2008
Please find attached hereto a copy of Notice of Annual General Meeting for 20 November 2008, including an Explanatory Memorandum and Proxy Form, forwarded to shareholders.
For and on behalf of the Board
Max CozijnCompany SecretaryAttachcc: Directors OILEX LTD ABN 50 078 652 632 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS THURSDAY 20 NOVEMBER 2008 AT 5:00PM AT THE CELTIC CLUB, 48 ORD STREET, WEST PERTH WESTERN AUSTRALIA NOTICE OF ANNUAL GENERAL MEETING The attached Annexure A "Explanatory Memorandum" should be read in conjunction with this Notice of Meeting.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 ("Company") will be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday 20 November 2008 at 5:00 pm, to conduct the following business:
BUSINESS OF THE MEETING
Financial and other reports
To receive and consider the financial report, together with the directors' report (including the remuneration report) and the auditor's report for the financial year ended 30 June 2008.
RESOLUTIONS
1. Adoption of Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the period ended 30 June 2008 be adopted."
2. To Re-elect Mr Laxmi Bhandari as a Director
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Laxmi Bhandari, who retires by rotation as a Director of the Company in accordance with the Company's constitution and, being eligible, is hereby re-appointed as a Director of the Company."
All members are invited to attend. An Explanatory Memorandum to Shareholders follows this notice as detailed in Annexure A.
By Order of the BoardCompany Secretary14 October 2008PROXIES
1. A Proxy Form is enclosed with this Notice of Meeting.
2. Each member may appoint a proxy. A proxy need not be a member.
3. A member who is entitled to cast 2 or more votes at the meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. You should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights.
4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are deposited at the Company's registered office at Level 2, 50 Kings Park Road, West Perth, Western Australia; sent by facsimile to the Company at fax number (08) 9485 3290 or deposited at the Company's share registry not less than 48 hours before the time for the holding of the particular meeting or adjourned meeting, as the case may be, at which the person named in the instrument proposes to vote.
5. An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.
6. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company's register as at 5:00 pm (Perth time) on 18 November 2008. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.
OTHER
Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting the following words are defined here:
"ASX" means ASX Limited and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.
"Board" means the board of Directors of the Company.
"Company" means Oilex Ltd ABN 50 078 652 632.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company from time to time.
"Explanatory Memorandum" means the explanatory memorandum set out in Annexure A to this Notice of Meeting.
"Listing Rules" means the listing rules of ASX.
"Notice of Meeting" means this notice of Annual General Meeting and the Explanatory Memorandum.
"Proxy Form" means the proxy form accompanying the Notice of Meeting.
"Resolution" means a resolution set out in the Notice of Meeting.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a holder of Shares.
ANNEXURE A OILEX LTD EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders of Oilex Ltd ("Oilex" or "Company") in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held on 20 November 2008.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting ("Notice").
BUSINESS OF THE MEETING
Financial and other reports Section 317 of the Corporations Act requires the directors of the Company to put before the annual general meeting the financial report, directors' report (including the remuneration report) and the auditor's report for the last financial year that ended before the annual general meeting.
In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the annual general meeting (save for Resolution 2 in respect of the adoption of the remuneration report).
Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the annual general meeting, written questions to the Chairman about the management of the Company, or the Company's auditor about:
- the preparation and content of the auditor's report;
- the conduct of the audit;
- accounting policies adopted by the Company in relation to the preparation of the financial statements; and
- the independence of the auditor in relation to the conduct of thee audit,
may be submitted no later than 5 business days before the annual general meeting to the registered office of the Company.
A copy of the Annual Report 2008 is available in the Investor Information section of Oilex's website at: www.oilex.com.au.
RESOLUTIONS
1. Resolution 1 - Adoption of Remuneration Report
Section 250R of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Company's annual general meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The remuneration report is set out on pages 23 to 29 of the Company's Annual Report, which is available on the Investor Information section of the Company's website at www.oilex.com.au.
In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the annual general meeting.
2. Resolution 2 - Re-election of Mr Laxmi Bhandari as Director
In accordance with rule 5 of the Company's constitution and ASX Listing Rule 14.4, one third of the Directors are to retire by rotation each year. For this purpose, the longest serving director is selected. Accordingly, Mr Laxmi Bhandari is to retire by rotation at the forthcoming annual general meeting, and being eligible, offers himself for re-election.
Mr Bhandari was appointed as director in November 2006 and is based in New Delhi, India. He trained as a geologist and worked with Oil and Natural Gas Corporation Ltd ("ONGC"), the largest public sector corporation in the oil and gas sector in India, on many significant projects over 37 years including the discovery and development of the Bombay High offshore fields. Mr Bhandari held high level positions including Chairman and Managing Director of ONGC Videsh, the international exploration arm of ONGC, and Chairman of ONGC. On leaving ONGC, Mr Bhandari became president of Tata Petrodyne, the oil and gas subsidiary of Tata Industries, a very large Indian industrial corporation. In 2003 he took up the position of Managing Director of India Hydrocarbons Ltd and continued until June 2006.
During the last three years Mr Bhandari has not been a director of any other listed companies.
The Board of the Company, with the exception of Mr Laxmi Bhandari, unanimously recommends that members vote in favour of Mr Bhandari's re-election as a Director of the Company.
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To: The SecretaryOilex LtdPO Box 588West Perth, Western Australia, 6872I/We Of Full name and address in block letters
Being a member/members of Oilex Ltd, hereby appoint
of
Or failing him/her
Or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me on my/our behalf in accordance with the directions indicated below or in the absence of indication, as he/she/they think fit at the Annual General Meeting of the Company to be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday 20 November 2008 at 5:00pm and at any adjournment thereof.
Instructions as to voting:IMPORTANT NOTICE
The Chairman intends to vote all undirected proxies in favour of resolutions 1 to 2.
BUSINESS:Annual Report
To receive and consider the financial report, together with the directors' report (including the remuneration report) and the auditor's report for the financial year ended 30 June 2008.
FOR AGAINST ABSTAIN
Resolutions
1. To adopt the Remuneration Report
2. To re-elect Mr. Laxmi Bhandari as a Director
A. If the member is a company, then it shall either affix its common sealbelow in the presence of a director and a director/secretary or sign by a dulyauthorised officer. EXECUTED byACN/ABN in accordance with section 127 of the Corporations Act Director/Company Secretary Director: Date / /08Name of Director/Company Name of DirectorSecretary(BLOCK LETTERS) (BLOCK LETTERS)
B. If the member is an individual or joint holders:
Date / /08Signature SignatureNOTES
1. Each member may appoint a proxy. A proxy need not be a member.
2. A member who is entitled to cast 2 or more votes at the meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form in respect to each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. You should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights.
3. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the directors is or are deposited at the Company's registered office at Level 2, 50 Kings Park Road, West Perth, Western Australia, sent by facsimile to the Company at fax number (08) 9485 3290 or deposited at the Company's share registry not less than 48 hours before the time for the holding of the particular meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote.
4. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.
5. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company's register as at 5:00 pm (Perth time) on 18 November 2008. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.
vendorRelated Shares:
OEX.L