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EASTERN RESOURCES LIMITED — AGM Information 2008
Oct 21, 2008
64824_rns_2008-10-21_98a71725-c32e-4589-8f0a-b787f634339d.pdf
AGM Information
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Notice of 2008 Annual General Meeting
NOTICE IS HEREBY GIVEN that the 2008 Annual General Meeting of Eastern Iron Limited (The Company) will be held at 2:00pm on 26 November 2008 at The Rugby Club, Rugby Place, off 31a Pitt Street, Sydney, New South Wales.
The business to be considered at the meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum, which contains information in relation to each of the following resolutions. A Proxy Form also accompanies this Notice of Meeting.
ORDINARY BUSINESS
1. Financial Statement and Report
To receive the Reports of the Directors and the Auditors, and the Financial Report for the period ended 30 June 2008. A copy of the Company’s 2008 Annual Report (including the Reports of the Directors and Auditors, and the Financial Report for the period ended 30 June 2008) has not been mailed to all shareholders with this Notice of Meeting. Shareholders may access these documents electronically at the following website: www.easterniron.com.au.
2. Adoption of the Remuneration Report
To adopt the Remuneration Report for the financial period ended 30 June 2008.
3. Re-election of Mr Glenn Goodacre as a Director
Mr Glenn Goodacre retires as a Director in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.
4. Re-election of Mr Peter Buckley as a Director
Mr Peter Buckley retires as a Director in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.
5. Re-election of Ms Wendy Corbett as a Director
Ms Wendy Corbett retires as a Director in accordance with the Company’s Constitution and, being eligible, offers herself for re-election.
6. Re-election of Mr Bob Richardson as a Director
Mr Bob Richardson retires as a Director in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.
SPECIAL BUSINESS
7. To approve the appointment of Barnes Dowell James as the Company’s Auditor
“That, for the purposes of Section 327A(2) of the Corporations Act 2001 (Cth) the incumbent auditors, Barnes Dowell James are required to resign from office having served the period to the date of this first Annual General Meeting of the Company. Having consented in writing to continue to act as auditors the Company puts forward the motion that in accordance with Section 327B(1) of the Corporations Action 2001 (Cth) , Barnes Dowell James be re-appointed to continue in office as auditors of the Company.”
Suite 3, Level 1, 80 Chandos Street St Leonards, NSW 2065 PO Box 956, Crows Nest, NSW 1585 Ph: 02 9906 7551 Fax: 02 9906 5233 www.easterniron.com.au
…iron’s new horizon
8. Other Business
To transact any other business which may be brought forward at the Annual General Meeting in accordance with the Company’s Constitution.
VOTING ENTITLEMENT
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that, for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered holders at close of business (5pm Sydney time) on 24[th] November 2008. Only those persons will be entitled to vote at the Annual General Meeting on 26[th] November 2008.
ADMISSION TO MEETING
Corporate representatives are required to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.
PROXIES
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Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative;
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Each shareholder has a right to appoint one or two proxies;
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A proxy need not be a shareholder of the Company;
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If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution;
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Where a shareholder is entitled to cast two or more votes, the member may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;
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If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes; AND
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If a shareholder appoints two proxies, neither proxy may vote on a show of hands;
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A proxy must be signed by the member or his or her power of attorney who has not received any notice of revocation of the authority. Proxies give by corporations must be signed in accordance with the corporation’s constitution and the Corporations Law.
To be effective, proxy forms must be received by the Company at its registered office no later than 48 hours before the commencement of the Annual General Meeting, that is no later than close of business (5pm Sydney time) on 24[th] November 2008. Any proxy form received after that time will not be valid for the scheduled meeting.
Hand Delivery By Mail By Facsimile Eastern Iron Limited Eastern Iron Limited (02) 9906 5233 Suite 3, Level 1, PO Box 956 80 Chandos St CROWS NEST NSW 1585 ST LEONARDS NSW 2065
BY ORDER OF THE BOARD
Michelle Lilley Company Secretary
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Explanatory Notes
These Explanatory Notes set out information in connection with the business to be considered at the 2008 Annual General Meeting.
ORDINARY BUSINESS
Resolution 1 – Financial Statement and Report
This item of business relates to the receipt and adoption of the Company’s Financial Statements and Reports for the period ended 30 June 2008. These documents were released to the ASX on 30 September 2008 as part the Company’s 2008 Annual Report. As a result of the legislative changes, the 2008 Annual Report has not been automatically mailed to all members. The 2008 Annual Report can be accessed on the Company’s website at www.easterniron.com.au.
Resolution 2 – Adoption of the Remuneration Report
Following the enactment of the Corporate Law Economic Reform Programme (Audit Reform and Corporate Disclosure Act 2004 (Cth)) (CLERP 9), section 250R of the Corporations Act requires that a resolution be put to the members to adopt the Remuneration Report as disclosed in the Directors’ Report. The vote on this resolution is advisory only and non-binding. The resolution gives the members the opportunity to ask questions or make comments concerning the remuneration report during the meeting. The Remuneration Report can be viewed in the 2008 Annual Report, which can be accessed on the Company’s website at www.easterniron.com.au.
Resolution 3 – Re-election of Mr Glenn Goodacre as a Director
Mr Glenn Goodacre was originally appointed a Director of the Company on 13 November 2007. Under the Company’s constitution, Mr Goodacre retire by rotation, and being eligible, wishes to stand for re-election.
Glenn Goodacre has a background as an investor in resources and private equities having commenced investing in resources in the late 1960s, worked in the industry in the 1980s and having been a director of a listed explorer from 1987 till 2003. His experience encompasses the pre-float stages of mineral explorers through to management roles in established mining and exploration companies in Australia and the Pacific. Glenn has participated in the private equity industry since 1990 and he brings broad business strategy and commercial experience to the Board of Eastern Iron. He is currently a director of several unlisted businesses including Accord Capital Investors Pty Ltd, Swift Electroplaters (NSW) Pty Ltd and Wintech International Pty Ltd.
Resolution 4 – Re-election of Mr Peter Buckley as a Director
Mr Peter Buckley was originally appointed a Director of the Company on 23 July 2007. Under the Company’s constitution, Mr Buckley retire by rotation, and being eligible, wishes to stand for re-election.
Peter Buckley has 14 years experience in minerals exploration, resource development, project generation, geoscience research and administration. His career includes gold, base and ferrous metal exploration in Western Australia and New South Wales, working with companies including Plutonic Resources Limited, Lachlan Resources NL and Homestake Gold of Australia Limited. Peter has also worked in government geological research, regional geological mapping, geoscience data provision and management within the Geological Survey of New South Wales. He is the Exploration Manager of PlatSearch NL.
Resolution 5 – Re-election of Ms Wendy Corbett as a Director
Ms Wendy Corbett was originally appointed a Director of the Company on 13 November 2007. Under the Company’s constitution, Ms Corbett retire by rotation, and being eligible, wishes to stand for re-election.
Wendy Corbett has 35 years experience in mineral exploration and administration. Since 1995 Wendy has specialised in the application of computer technology to tenement management, databases, mapping and GIS applications. She has developed and maintains database systems to manage the Company’s large
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quantity of technical data. She has considerable experience in exploration, project and joint venture management. She is a member of the New South Wales Geological Advisory Committee that advises the Minister for Mineral Resources on matters relating to the Geological Survey of New South Wales and is a councillor of the Australian Institute of Geoscientists.
Resolution 6 – Re-election of Mr Bob Richardson as a Director
Mr Bob Richardson was originally appointed a Director of the Company on 23 July 2007. Under the Company’s constitution, Mr Richardson retire by rotation, and being eligible, wishes to stand for re-election.
Bob Richardson has 42 years experience in mineral exploration management, geophysics and exploration technology. His career includes 16 years with the Peko-Wallsend Group as Chief Geophysicist and Exploration Manager. He was a founder in 1976 and Managing Director of Austirex Aerial Surveys Pty Ltd that became a major international airborne geophysical contractor. Bob was a co-founder and Managing Director of Lachlan Resources NL in 1986 and PlatSearch NL in 1987. He is a non-executive Director of Western Plains Resources Ltd and Crossland Uranium Mines Limited.
SPECIAL BUSINESS
Resolution 7 – To approve the appointment of Barnes Dowell James as the Company’s Auditor
Under Section 327A(2) of the Corporations Act 2001 (Cth) an auditor is required to resign from office at the date of the Company’s first Annual General Meeting. The Company is confident that Barnes Dowell James will add significant value to Eastern Iron and puts forward the motion that Barnes Dowell James be reappointed as the Company’s auditors.
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Proxy Form – 2008
I/We
(full name in block letters)
of
(address)
being a shareholder of Eastern Iron Limited hereby appoint:
Name
Address
or failing that person: Name
Address
or failing that person, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us and on my/our behalf at the Annual General Meeting of this Company to be held at The Rugby Club, Rugby Place, off 31a Pitt Street, Sydney on Wednesday, 26 November 2008 commencing at 2:00pm and at any adjournment thereof.
Proxy Voting Instructions
If you do not wish to direct your proxy how to vote, please insert X in the box.
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By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the 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.
If the Chairman of the meeting is voting as your proxy, he intends to vote any undirected proxies held on the item of business in favour of the resolution on that item of business.
Signature of shareholder (companies to execute under seal or director’s signature if applicable)
Dated this day of 2008
If you desire to direct your proxy/proxies how to vote, please insert X in the appropriate box. If you do not direct your proxy/proxies, the proxy holder may vote as they think fit or may abstain from voting.
| BUSINESS | For | Against | Abstain |
|---|---|---|---|
| Resolution 1 – Financial Statement and Report | � | � | � |
| Resolution 2 – Adoption of Remuneration Report | � | � | � |
| Resolution 3 – Re-election of Director Mr Glenn Goodacre | � | � | � |
| Resolution 4 – Re-election of Director Mr Peter Buckley | � | � | � |
| Resolution 5 – Re-election of Director Ms Wendy Corbett | � | � | � |
| Resolution 6 – Re-election of Director Mr Bob Richardson | � | � | � |
| Resolution 7 – Appointment of Auditors | � | � | � |