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EMU NL — AGM Information 2008
Oct 19, 2008
64851_rns_2008-10-19_78a5440c-86af-4f4a-9b88-9c92095e55ce.pdf
AGM Information
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ABN 50 127 291 927
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ASX Code:
EMU
2nd Floor, 35 Outram St West Perth WA 6005 PO Box 1112 West Perth WA 6872 Telephone 08 9226 4266 Facsimile 08 9485 2840 [email protected] www.emunickel.com.au
20 October 2008
Company Announcements Office Australian Stock Exchange Limited 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000
NOTICE OF ANNUAL GENERAL MEETING
In accordance with the Company’s Constitution, the attached Notice convenes the Annual General Meeting of the Members of the Company to be held 1.00 pm on Thursday 20 November 2008 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.
A copy of the Notice and personalised Proxy will be mailed to shareholders appearing on the register of members as at 5.00pm WST last Friday.
Shareholders are encouraged to access the 2008 Annual Report by visiting the Company’s website where a full colour web-orientated Annual Report will be posted.
Those shareholders requesting a paper copy will be supplied with a black and white version.
End of release
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NL
ABN: 50 127 291 927
N O T I C E O F 2 0 0 8 A N N U A L G E N E R A L M E E T I N G
incorporating Explanatory Notes and Proxy Form
to be held on
Thursday 20 November 2008 at 1:00pm (WST)
At
Celtic Club, 48 Ord Street, West Perth, Western Australia
This is an important document and should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.
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NOTICE OF 2008 ANNUAL GENERAL MEETING
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NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Shareholders of Emu Nickel NL (ABN 50 127 291 927) ( Emu Nickel ) will be held at the Celtic Club, 48 Ord Street West Perth, Western Australia on Thursday 20 November 2008 at 1.00pm (WST) ( Meeting ).
The Explanatory Statement that accompanies and forms part of this Notice of Meeting ( Notice of Meeting ) describes in more detail the matters to be considered.
AGENDA
FINANCIAL REPORT:
Tabling of Emu Nickel’s Financial Report as prepared in respect of the period ended 30 June 2008 and the reports by directors and auditors thereon.
ORDINARY BUSINESS:
To consider and, if thought fit, to pass the following as ordinary resolutions:
Resolution No. 1 – Election of PS Thomas
That Mr PS Thomas be re-elected as a director of Emu Nickel.
Resolution No. 2 – Election of G Sakalidis
That Mr G Sakalidis be re-elected as a director of Emu Nickel.
Resolution No. 3 – Election of RM Thomson
That Mr RM Thomson be re-elected as a director of Emu Nickel.
Resolution No. 4 – Adoption of Remuneration Report
That the Remuneration Report contained in the 2008 Annual Report be adopted.
Note : This resolution is advisory only and does not bind the Directors or the Company
SPECIAL BUSINESS:
To consider and, if thought fit, pass the following as an ordinary resolution:
Resolution No. 5 – Appointment of Auditor:
That for the purposes of Section 327 of the Corporations Act 2001, Somes & Cooke be appointed auditors of the Company.
By order of the Board
G SAKALIDIS MANAGING DIRECTOR DATED: 20 October 2008
PROXIES
For the purposes of determining voting entitlements at the general meeting, shares will be taken to be held by persons who are registered as holding shares at 5.00pm on Monday 17 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting. A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. A proxy may, but need not be, a shareholder of Emu Nickel. Proxy forms must reach the Registered Office of Emu Nickel by mail, or be received by facsimile on (08) 9485 2840, or be received by email at [email protected] at least 48 hours prior to the meeting. For the convenience of shareholders, a Proxy Form is enclosed.
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NOTICE OF 2008 ANNUAL GENERAL MEETING Explanatory Statement - 20 October 2008
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1. Introduction
This Explanatory Statement has been prepared for the information of members of Emu Nickel in connection with the business to be conducted at the general meeting of members to be held at the Celtic Club, 48 Ord Street West Perth, WA on Thursday 20 November 2008 at 1:00pm (WST).
This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of 2008 Annual General Meeting.
2. Receiving Financial Statements and Reports
The Corporations Act 2001 requires that the Annual Company Financial Statements and reports of the Directors and the Auditor be laid before Shareholders at every annual general meeting.
Shareholders will be given an opportunity to ask questions of the Directors and the Auditor in relation to the financial statements of the Company that have been provided to shareholders with this Notice and Explanatory Statement at the Annual General Meeting.
3. Election of Directors (Resolutions 1, 2 and 3)
The Company was incorporated 29 August 2007 and Messrs PS Thomas, G Sakalidis and RM Thomson were appointed as directors at that time. The Constitution requires each of them to retire at the first Annual General Meeting. Each being eligible, offers himself for re-election.
4. Adoption of the Remuneration Report (Resolution 4)
Section 250R(2) of the Corporations Act 2001 requires that at a listed company’s AGM, a resolution that the remuneration report be adopted, must be put to the vote. This resolution will be non-binding on the directors and the Company and will be advisory only. The Remuneration Report is incorporated into the Directors’ Report which in turn appears in the Annual Report.
Shareholders will be given an opportunity to ask questions of the Directors in relation to the Remuneration Report of the Company.
5. Appointment of Auditor (Resolution 5)
Somes & Cooke, Chartered Accountants of West Perth were appointed auditors in accordance with section 327(1) of the Corporations Act 2001 upon the Company’s incorporation on 29 August 2007. This appointment by the directors is valid until the first Annual General Meeting at which time the Company must appoint the continuing auditor in accordance with section 327(3). Somes & Cooke have consented to the appointment and have not withdrawn that consent.
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Proxy Form
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Reference Number «Ref» Number of Shares «Shares»
«Name» «Address1» «Address2» «Address3» «Address4» «Address5»
Appointment of Proxy
I/We appoint as proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairperson sees fit) at the general meeting of the Company to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 20 November 2008 at 1.00pm WST ( Meeting ) (and at any adjournment thereof). This proxy empowers the person appointed as proxy to vote on any other resolutions validly put to the Meeting as the proxy sees fit.
Name of person you are appointing (if not the Meeting Chairperson)
| OR | the Chairperson of the Meeting |
|---|---|
| For Against Abstain (1) No Direction to Vote(2) |
Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of PS Thomas as a Director Resolution 3 Re-election of G Sakalidis as a Director Resolution 4 Re-election of RM Thomson as a Director Resolution 5 Appointment of Auditor
(1) IF YOU MARK THE ABSTAIN BOX FOR A PARTICULAR ITEM, YOU ARE DIRECTING YOUR PROXY NOT TO VOTE ON THAT ITEM.
(2) IF YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, PLEASE PLACE A MARK IN THIS BOX. The Chairman intends to vote undirected proxies in favour of all resolutions. 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, there are no resolutions on which the Chairman will not cast your vote.
Appointing a Second Proxy (if applicable)
or % The number of shares applicable The percentage of your voting to this proxy form rights Signature(s) Shareholder 1 Shareholder 2 Shareholder 3 Director Director/Secretary Sole Director and Secretary Proxy Forms may be lodged with the Company either by facsimile on (08) 9485 2840, by mail to PO Box 1112, West Perth WA 6872 or by email at [email protected]. To be valid, a Proxy Form must be received not less than 48 hours before the time appointed for the Meeting. For assistance in completing this form, please refer to the rear of this form. Contact Telephone Number Company Seal (if required) Area Code Telephone Number
Instructions for Completion of the Proxy Form
Shareholder’s Name & Address
This is the name and address of the shareholder as it appears on the Company’s share register. For the purposes of the Meeting, shares will be taken to be held by those persons who are the registered holders thereof 48 hours before the time appointed for the commencement of the Meeting.
Appointment of Proxy
A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder’s place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairperson of the Meeting will be your proxy to vote your shares even if you attend the Meeting (unless you revoke your proxy before the Meeting).
Vote on Resolutions
You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution /s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.
Appointing a Second Proxy
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.
Contact Telephone Number
This will help us if there are any problems with your proxy form.
Signature(s)
Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.