30th Oct 2009 07:00
NYOTA MINERALS LIMITED
ACN 060 938 552
NOTICE OF ANNUAL GENERAL MEETING
and
EXPLANATORY MEMORANDUM
Date of Meeting: Monday 30 November 2009
Time of Meeting: 11.00 am (WST)
Place of Meeting: Tuart 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. |
Notice is hereby given that an annual general meeting of shareholders of Nyota Minerals Limited ACN 060 938 552 ("Company") will be held at Tuart Room, Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia at 11.00 am (WST) on Monday 30 November 2009.
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 2009.
RESOLUTIONS
1. 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 2009 be adopted."
The vote on this resolution is advisory only and does not bind the directors or the Company.
2. Re-election of Mr Evan Kirby as a Director
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Mr Evan Kirby, 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."
3. Re-election of Mr Terry McConnachie as a Director
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Mr Terry McConnachie, 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."
4. Re-election of Mr Martyn Churchouse as a Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Mr Martyn Churchouse, who was appointed as a director of the Company on 15 October 2009, retires 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: 26 October 2009
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 11.00 am WST on Saturday 28 November 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
QUESTIONS FROM SHAREHOLDERS
At the Meeting the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.
Mr Pierre Dryer, as the auditor responsible for preparing the auditor's report for the year ended 30 June 2009 (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:
(a) the conduct of the audit;
(b) the preparation and content of the auditor's report;
(c)the accounting policies adopted by the Company in relation to the preparation of financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit.
To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have by mail to Suite 2, 5 Ord Street, West Perth WA 6005, or by fax to +61 8 9324 2977 so that it is received by no later than close of business Monday 23 November 2009.
As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out the questions directed to the auditor received in writing by Monday 23 November 2009, being questions which the auditor considers relevant to the content of the auditor's report or the conduct of the audit of the financial report for the year ended 30 June 2009. The Chairman will allow reasonable opportunity to respond to the questions set out on this list..
PROXY FORM
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Nyota Minerals Limited, Suite 2, 5 Ord Street, West Perth WA 6005, Facsimile +61 8 9324 2977 |
I/We ____________________________________________________________________________
of ____________________________________________________________________________
being a shareholder/(s) of Nyota Minerals 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 Tuart Room, Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia at 11.00 am (WST) on Monday 30 November 2009 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 Evan Kirby as a director □ □ □
Re-election of Mr Terry McConnachie as a director □ □ □
Re-election of Mr Martyn Churchouse as a director □ □ □
As witness my/our hand/s this day of 2009
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If a natural person: SIGNED by ) ) ________________________________ in the presence of: ________________________________ Witness ________________________________ Name (Printed) |
If a company: EXECUTED by ) in accordance with its ) constitution ) __________________ ___________________ Director Director/Secretary __________________ ___________________ Name (Printed) Name (Printed) |
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
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 Tuart Room, Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia at 11.00 am (WST) on Monday 30 November 2009.
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.
Annual financial statements and reports
The Corporations Act requires that the annual report (which includes the financial report, directors' report and auditors' report) be laid before the Annual General Meeting.
Shareholders will be given an opportunity to ask questions and make comments about the Annual Report or the Company generally but there will be no formal resolution submitted to the Meeting in respect of it.
1. Resolution 1 - Adoption of Remuneration Report
The remuneration report of the Company for the financial year ended 30 June 2009 is set out on pages 13 to 19 of the Company's 2009 annual report.
Pursuant to the Corporations Act, a resolution that the remuneration report be adopted must be put to 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. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
A reasonable opportunity will be provided for discussion of the remuneration report at the Meeting.
The Board unanimously recommends that Shareholders vote in favour of adopting the remuneration report.
2. Resolutions 2, 3 and 4 - Re-election of Directors
It is a requirement under the Company's constitution that Mr Evan Kirby and Mr Terry McConnachie, retire by rotation at the Annual General Meeting. Both Mr Kirby and Mr McConnachie, being eligible for re-election pursuant to the Company's constitution, offer themself for re-election.
The remaining Directors recommend to shareholders that both Mr Kirby and Mr McConnachie be re-elected.
It is a requirement under the Company's constitution that Mr Martyn Churchouse, who was appointed a director on 15 October 2009, retires at the Annual General Meeting. Mr Churchouse, being eligible for re-election pursuant to the Company's constitution, offers himself for re-election.
The remaining Directors recommend to shareholders that Mr Churchouse be re-elected.
GLOSSARY OF TERMS
In this Explanatory Memorandum the following expressions have the following meanings:
"Company" or "Nyota" means Nyota Minerals 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 Nyota from time to time.
"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 Nyota 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.
"Shareholder" means a Nyota shareholder.
"WST" means Western Standard Time.
Related Shares:
Nyota Minerals