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AUSTRALIA UNITED MINING LIMITED — Board/Management Information 2012
Feb 2, 2012
64484_rns_2012-02-02_b3abbbd4-ee47-43be-bd96-493b6608ae9b.pdf
Board/Management Information
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ALTIUS MINING LIMITED
ACN 126 540 547
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Altius Mining Limited (Company) will be held at RACV Club, 501 Bourke Street Melbourne on 2[nd] March 2012 at 11 a.m.
Business
1. Removal of Mr Xiaojing Wang as a Director of the Company
To consider and if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Xiaojing Wang be removed as a Director of the Company in accordance with Section 57.1 of the Company’s constitution and the Corporations Act, with immediate effect from the close of this Meeting.”
2. Removal of Ms Jia Yu as a Director of the Company
To consider and if thought fit, pass the following resolution as an ordinary resolution:
“That Ms Jia Yu be removed as a Director of the Company in accordance with Section 57.1 of the Company’s constitution and the Corporations Act, with immediate effect from the close of this Meeting.”
Dated - 3[rd] February 2012.
This meeting has been convened by resolution of the Board of Directors pursuant to Section 249CA of the Corporations Act and section 32 of the Company’s constitution.
Joe Fekete Company Secretary Melbourne:
677957_1.DOC /DW
GENERAL NOTES
General Notes
1. Voting by proxy
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(a) The Chairman of the Meeting intends to vote undirected proxies for each of the resolutions.
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(b) A shareholder entitled to attend and vote at the annual general meeting may appoint one proxy or, if the shareholder is entitled to cast two or more votes at the meeting, two proxies to attend and vote instead of the shareholder.
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(c) Where two proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.
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(d) A proxy need not be a shareholder of the Company.
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(e) A proxy form accompanies this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the general meeting, namely, by 11am on 29[th] February 2012, at:
In person: Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 By mail Computershare Investor Services Pty Limited (reply paid envelope enclosed); GPO Box 242 Melbourne VIC 3001 By fax: Computershare Investor Services Pty Limited 1800 783 447 (within Australia) + 613 9473 2555 (outside Australia)
- (f) Unless a member specifically directs the proxy how to vote the proxy may vote as they think fit or abstain from voting.
2. Voting Entitlement
A determination has been made by the Board of Directors of the Company in accordance with Regulation 7.11.37 of the Corporations Act that those persons who are registered as the holders
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of shares in the Company at 7 pm on 29[th] February 2012 will be taken to be the holders of shares for the purposes of determining voting entitlements at the meeting.
3. Explanatory Memorandum
An explanatory memorandum accompanies this notice of meeting containing information about the special business referred to in this notice of meeting.
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EXPLANATORY MEMORANDUM
Extraordinary General Meeting requested by the Board of Directors under the Corporations Act
The Extraordinary General Meeting (EGM) has been called by the Board of Directors pursuant to a requirement of the Company’s constitution to consider the proposed resolutions. In accordance with their obligations under the Corporations Act and the Company’s constitution, the Directors have called this EGM and the Company will bear the associated expenses.
Two resolutions proposed for the EGM call for the removal of Mr Xiaojing Wang and Ms Jia Yu from the Board of Directors.
The EGM will be held on the 2[nd] of March 2012 at 11 a.m. This notice of meeting has been sent to you on 4 February 2012 in order to comply with the timing requirements of the Corporations Act.
Resolutions for removal of Directors
Resolutions 1 and 2 proposed for the EGM respectively call for the removal of Mr Xiaojing Wang and Ms Jia Yu from the Board of Directors, pursuant to section 58.7 of the Company’s constitution which requires, following a suspension of any Director under the Company’s constitution that, within 14 days of such suspension, the Directors call a general meeting at which members are requested to vote on the removal of the suspended directors.
The Board supports the removal of Mr Xiaojing Wang and Ms Jia Yu as Directors of the Company and the Board recommends that shareholders vote for each of resolution 1 and 2.
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000001 000 AYM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Lodge your vote:
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
For your vote to be effective it must be received by 11am Wednesday, 29 February 2012
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
Turn over to complete the form
View your securityholder information, 24 hours a day, 7 days a week:
www.investorcentre.com
Review your securityholding
Update your securityholding
Your secure access information is:
SRN/HIN: I9999999999
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
916CR_0_Sample_Proxy/000001/000001/i
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.
I 9999999999 I ND
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Proxy Form
Please mark
to indicate your directions
Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Altius Mining Limited hereby appoint
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the Chairman of the meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of Altius Mining Limited to be held at RACV Club, 501 Bourke Street Melbourne on Friday, 2 March 2012 at 11am and at any adjournment of that meeting.
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Resolution 1 Removal of Mr Xiaojing Wang as a Director of the Company Resolution 2 Removal of Ms Jia Yu as a Director of the Company
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
SIGN
Signature of Securityholder(s) This section must be completed.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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