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DREADNOUGHT RESOURCES LTD — AGM Information 2010
Oct 28, 2010
64785_rns_2010-10-28_4090c581-f009-455d-a5cd-13cfb03b7632.pdf
AGM Information
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29 October 2010
The Manager Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam
Notice of Annual General Meeting and Proxy Form
Please find attached for release to the market the 2010 Notice of Annual General Meeting and Proxy Form for ERO Mining Limited (ASX: ERO).
The Notice of Annual General Meeting and personalised Proxy Form have been sent to all shareholders.
The 2010 Annual Report will also be sent by post to those shareholders who have previously elected to receive a hard copy Annual Report.
An electronic copy of the 2010 Annual Report is available on the Company’s website at: www.eromining.com/corporate/reports/2010/ero_ar2010.pdf.
Yours faithfully
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D W Godfrey Company Secretary
ERO Mining Ltd ABN 40 119 031 864
PO Box 3126 Norwood 5067 South Australia
62 Beulah Road
telephone 61 8 8132 7970
Norwood 5067 South Australia
facsimile 61 8 8132 7999 email [email protected]
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M I N I N G
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NOTICE OF ANNUAL GENERAL MEETING
ERO Mining LiMitEd ABN 40 119 031 864
Gives notice that its Annual General Meeting will be held at Enterprise House, 136 Greenhill Road, Unley, South Australia on Tuesday, 30 November 2010 at 1.00 pm (Adelaide time).
This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of ERO Mining Limited (The Company) will be convened at 1.00 p.m. on Tuesday, 30 November 2010, at Enterprise House, 136 Greenhill Road, Unley SA, to consider, and if thought fit, to pass the following resolutions.
If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement of the meeting.
AGENDA
ORDINARY BUSINESS
Financial Report
To receive and consider the Company’s financial statements and reports of the directors and the independent auditor for the year ended 30 June 2010.
The Annual Report incorporating the financial statements is available at http://eromining.com/ reports.html
RESOLUtiOn 1 – Adoption of the Remuneration Report
To consider and, put the following resolution to a non-binding vote:
“That the Remuneration Report required by section 300A of the Corporations Act 2001, as contained in the Company’s Directors’ Report for the year ended 30 June 2010 be adopted.”
Note: the vote on this resolution is advisory only and does not bind the directors.
RESOLUtiOn 2 – Re-election of Mr. Robert M Kennedy as a director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr Robert M Kennedy, being a Director of the Company who retires by rotation in accordance with the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”
Dated this 27th day of October, 2010.
BY ORDER OF THE BOARD
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david godfrey Company SeCretary
62 Beulah Road Norwood South Australia 5067 | PO Box 3126 Norwood South Australia 5067 Phone 61 8 8132 7970 | Fax 61 8 8132 7999 | Email [email protected] | web www.eromining.com
NOTES
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A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
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In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 1.00 p.m. on 28 November 2008.
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A proxy form is attached. If required it should be completed, signed and returned to the Company’s registered office in accordance with the proxy instructions on that form.
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Terms used in this Notice have the meanings set out in the Explanatory Statement.
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Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Custodian Voting
For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.
EXPLANATORY STATEMENT
This Explanatory Statement accompanies and forms part of the Notice of Annual General Meeting dated 27 October 2010 (Notice) and has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company. Amongst other things, this Explanatory Statement provides Shareholders with the information required to be provided to Shareholders by the Corporations Act 2001 and the Listing Rules of the ASX (ASX Listing Rules).
The Explanatory Statement sets out an explanation of each of the resolutions to be put to Shareholders. Shareholders should read this Explanatory Statement carefully before determining how to vote in respect of the resolutions.
ANNUAL FINANCIAL REPORTS AND ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2010
The first item of the Notice is to receive and consider the annual financial reports and accounts of the Company for the year ended 30 June 2010, comprising the Financial Statements and Notes together with the Directors’ Report and the Auditor’s Report. No resolution is required in respect of this agenda item. However, it provides Shareholders with the opportunity to ask questions of the Company’s management and auditors in relation to the Company’s results and operations for that financial year.
RESOLUTION 1 – REMUNERATION REPORT
In accordance with section 250R(2) of the Corporations Act the Company is required to present to the Shareholders the Remuneration Report for the year ended 30 June 2010. The vote on the resolution is advisory only and does not bind the Directors of the Company. The remuneration report is set out in the Directors’ Report in the Company’s 2010 Annual Report.
The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to Directors of the Company, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.
RESOLUTION 2 – RE-ELECTION OF DIRECTOR
Under the Company’s constitution and the ASX Listing Rules, one third of the Directors must retire at the annual general meeting. The director will be eligible for reelection. The director required to retire under the above framework is Mr Robert M Kennedy. Mr Kennedy has indicated that he will offer himself for re-election.
In accordance with the Company’s Constitution, Mr Kennedy retires and being eligible, has offered himself for re-election. The remaining Directors recommend to Shareholders that Mr Kennedy be re-elected as a director.
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Lodge your vote:
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By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
000001 000 ERO MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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 652 385 (outside Australia) +61 3 9415 4359
Proxy Form How to Vote on Items of Business Signing Instructions All your securities will be voted in accordance with your directions. Individual: must sign. Appointment of Proxy Joint Holding: Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: 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. Companies: 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 applicable. 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 Attending the Meeting 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.
For your vote to be effective it must be received by 1:00pm (Adelaide time) on Sunday, 28 November 2010
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".
A proxy need not be a securityholder of the Company.
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
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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
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
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Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Ero Mining Limited hereby appoint
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the Chairman OR of the meeting
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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 Annual General Meeting of Ero Mining Limited to be held at Enterprise House, 136 Greenhill Road, Unley SA on Tuesday, 30 November 2010 at 1:00pm (Adelaide time) and at any adjournment of that meeting.
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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
Items of Business
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
- 1 Adoption of the Remuneration Report 2 Re-election of Mr Robert M Kennedy as a Director
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
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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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E R O
9 9 9 9 9 9 A