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KING RIVER RESOURCES LIMITED — AGM Information 2007
Oct 31, 2007
65203_rns_2007-10-31_c643b0cc-9299-4bc4-833a-500d925b5a39.pdf
AGM Information
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NiPlats Australia Limited ACN 100 714 181
Notice of Annual General Meeting and Explanatory Statement
For the Annual General Meeting to be held at Level 22, 77 St Georges Terrace Perth Western Australia 6000 on 29 November 2007 commencing at 9:00 am (WST)
This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
NiPlats Australia Limited ACN: 100 714 181
Notice of Annual General Meeting
Notice is given that the First Annual General Meeting of Shareholders of NiPlats Australia Limited will be held at Level 22, 77 St Georges Terrace Perth 6000 Western Australia on 29 November 2007 commencing at 9:00 am (WST).
ORDINARY BUSINESS
1. Financial Statements and Reports
To receive and consider the Annual Financial report, together with the Director’s and auditor’s reports for the financial year ending 30 June 2007.
2. Election of Directors
To consider and, if thought fit, pass the following resolutions as ordinary resolutions :
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(a) That, Anthony Barton, who retires pursuant to rule 7.1(c) of the Company’s Constitution and, being eligible offers himself for re-election, is re-elected as a Director.
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(b) That, Richard Wolanski, who retires pursuant to rule 7.1(c) of the Company’s Constitution and, being eligible offers himself for re-election, is re-elected as a Director.
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(c) That, Keith Liddell, who retires pursuant to rule 7.1(d) of the Company’s Constitution and, being eligible offers himself for re-election, is re-elected as a Director.
3. Approval of Remuneration Report
To consider and, if thought fit, pass the following advisory only resolution :
“That, for all purposes, Shareholders approve the Remuneration Report for the financial year ending 30 June 2007.”
4. Appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :
“That, for the purposes of section 327B of the Corporations Act and for all other purposes, Ernst & Young, having been nominated and having consented in writing to act as auditors of the Company, be appointed as auditors of the Company.”
By order of the Board
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Mr Richard Wolanski Company Secretary
Dated: 26 October 2007
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NiPlats Australia Limited ACN: 100 714 181
Explanatory Statement
The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.
Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.
Proxies
Please note that:
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(a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
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(b) a proxy need not be a member of the Company;
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(c) a Shareholder may appoint a body corporate or an individual as its proxy;
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(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
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(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorizing him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.
Voting Entitlements
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 9:00am (WST) on 27 November 2007. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.
Enquiries
Shareholders are invited to contact the Company Secretary, Richard Wolanski on (08) 9221 8055 if they have any queries in respect of the matters set out in these documents.
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NiPlats Australia Limited ACN: 100 714 181
Explanatory Statement
The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice of Annual General Meeting.
Explanatory Notes on Ordinary Business
Item 1 - Annual Financial Report
The Corporations Act requires the reports of the Directors and of the auditor and the annual financial report, including the financial statements, to be put before the Annual General Meeting and the Constitution provides for those reports and statements to be received and considered at the Annual General Meeting. Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the reports or statements. However, Shareholders will be given an opportunity to raise questions on the reports and statements at the Annual General Meeting.
Item 2 - Election of Directors
In accordance with Listing Rule 14.4 and clause 7.1(c) of the Constitution requires that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next Annual General Meeting following his or her appointment, but is eligible for re-election at that Annual General Meeting.
These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement).
Anthony Barton was appointed by the Directors as an addition to the Board and now retires. Being eligible, he offers himself for re-election as a Director.
Richard Wolanski was also appointed by the Directors as an addition to the Board and now retires. Being eligible, he offers himself for re-election as a Director.
In accordance with Listing Rule 14.4 and clause 7.1(d) of the Constitution requires that a Director, after 3 years in office, must retire at the next Annual General Meeting following his or her appointment, but is eligible for re-election at that Annual General Meeting.
Keith Liddell was also appointed to the Board upon foundation and now retires in rotation. Being eligible, he offers himself for re-election as a Director.
Each of the Directors recommend re-election of each of the Directors seeking re-election.
Details of the candidates are as follows:
Anthony Barton (Non Executive Chairman) B.Bus (Accountancy)
Mr Barton has been involved in founding and growing a number of successful listed public companies. Mr Barton has extensive experience in capital markets, corporate finance, funds management and venture capital. Mr Barton has had advisory roles in the incorporation and listing of many Australian based resource companies, including Mineral Securities Limited, Sally Malay Mining Ltd and CopperCo Limited.
Mr Barton is the founding Executive Chairman of the boutique investment bank Australian Heritage Group. Mr Barton is a graduate of the Royal Melbourne Institute of Technology with a Bachelor of Business (Accountancy) degree and he has 30 years of commercial experience having also acted in senior executive and director capacities for two leading Australian stock broking firms.
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NiPlats Australia Limited ACN: 100 714 181
Richard Wolanski (Executive Director) B.Com, ACA
Mr Wolanski has extensive professional experience in both Australia and international finance industries. He has provided corporate, strategic and financial advisory assistance to public companies in Australia, Singapore and the United Kingdom.
Mr Wolanski is a Chartered Accountant and has a Bachelor of Commerce from the University of Western Australia.
Keith Liddell (Non Executive Director)
BSc (Hons), MSc (Engineering), FAusIMM, CP (Metallurgy), CP (Mgt), FIE Aust, C Eng (UK), Pr Eng (South Africa), FSAIMM, MIMMM
Mr Liddell is an experienced metallurgical engineer and resource company manager, having worked exclusively in the minerals industry since 1980. His technical expertise includes engineering of plant and equipment, process development, project management, and risk planning. He has particular experience with the development of resource projects for platinum group metals, base metals, gold, diamonds, and industrial minerals. He holds a number of patents in his name. Mr Liddell has extensive experience in the management of resource companies, including the formulation and implementation of corporate strategy, managing stakeholder relationships and in arranging corporate and project finance. He is the former Managing Director of Aquarius Platinum Limited, a leading platinum mining company that successfully developed the Kroondal Platinum Mine in South Africa under his direction.
Item 3 - Approval of Remuneration Report
Section 249L(2) of the Corporations Act requires a company to inform Shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted must be put to the vote. This resolution seeks this approval.
However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that this resolution is an “advisory only” resolution which does not bind the Directors of the Company.
Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
Item 4 - Appointment of Auditor
Under the Corporations Act, the Directors of the Company were required to appoint an auditor at the time of incorporation of the Company. The auditor so appointed (Ernst & Young) hold office only until the First Annual General Meeting of the Company.
The Directors have considered this matter and now recommend that Ernst & Young be appointed and that Shareholders consider this resolution at the Company’s First Annual General Meeting. The Company acknowledges that Ernst & Young has in writing consented to being appointed as the Company’s auditors.
In accordance with the Corporations Act, Ken Rogers, a Shareholder has nominated that Ernst & Young be appointed auditors. A Copy of that nomination is attached to the Notice of Annual General Meeting (Annexure A).
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NiPlats Australia Limited ACN: 100 714 181
Glossary
In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:
| Annexure | annexure to this Explanatory Statement. |
|---|---|
| ASX | ASX Limited (ACN 008 624 691). |
| Board | board of Directors. |
| Chairman | Anthony Barton. |
| Constitution | constitution of the Company. |
| Company | NiPlats Australia Limited (ACN 100 714 181) |
| Corporations Act | Corporations Act 2001 (Cth). |
| Director | director of the Company. |
| Explanatory Statement | the explanatory statement accompanying the Notice of |
| Annual General Meeting. | |
| Listing Rule(s) | the listing rules of the ASX. |
| Notice of Annual General Meeting | the notice of annual general meeting accompanying the |
| Explanatory Statement. | |
| Remuneration Report | the section of the Director’s report entitled “remuneration |
| report”. | |
| Shareholder | shareholder of the Company. |
| WST | Western Standard Time in Australia. |
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Annexure A
Auditor Nomination
29 October 2007
The Directors NiPlats Australia Limited Level 22, 77 St Georges Terrace Perth 6000 Western Australia
NOMINATION OF AUDITOR
Dear Sirs
In accordance with the provisions of section 328B of the Corporations Act, I Ken Rogers being a member of NiPlats Australia Limited, hereby nominate Ernst & Young for appointment as auditor of that company.
Yours faithfully
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Ken Rogers
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PROXY FORM
Shareholder Details
Name:
……………………………………………………………………………………………………………………………………………….
Address: ……………………………………………………………………………………………………………………………………………. Contact Telephone No: ……………………………………………………………………………………………………………………………. Contact Name (if different from above): …………………………………………………………………………………………………………..
…………………………………………………………………………………………………………………………………………….
Appointment of Proxy
I/We being a shareholder/s of NiPlats Australia Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of NiPlats Australia Limited to be held at Level 22, 77 St Georges Terrace Perth 6000 Western Australia on 29 November 2007 at 9:00 am (WST) and at any adjournment of that meeting.
OR
The Chairman of the meeting (mark with an ‘X’)
IMPORTANT:
If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution/s and that votes cast by him/her, 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 on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.
If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.
You must specify the % of your votes that you authorize your % proxy to exercise if:
If you hold 2 or more Shares in #full company name#, you may appoint a second proxy: (a) you have only appointed 1 proxy and do not want Write the name of your second proxy in the box below. him/her to exercise all of your votes; or (b) if you have appointed 2 proxies under this proxy % form.
If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of NiPlats Australia Limited to be held at Level 22, 77 St Georges Terrace Perth 6000 Western Australia on 29 November 2007 at 9:00 am (WST) and at any adjournment of that meeting.
| Voting directions to your proxy –Please mark only one of the boxes with an “X” for each | resolution to indicate | your directions. |
|---|---|---|
| Ordinary Business For |
Against | Abstain |
| Resolution | 2. | Election of Directors |
|---|---|---|
| (a) Re-election of Anthony Barton |
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| (b) Re-election of Richard Wolanski |
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| (c) Re-election of Keith Liddell |
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| Resolution | 3. | Approval of Remuneration Report |
| Resolution | 4. | Appointment of Auditor |
Note: If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.
PLEASE SIGN HERE
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented
| Individual or Shareholder 1 Sole Director and Sole Company Secretary |
Shareholder 2 Director |
Shareholder 3 |
|---|---|---|
| Director/Company Secretary |
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How to complete this Proxy Form
1 Your Name and Address
Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.
2 Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.
3 Votes on Resolutions
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.
4 Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, please write the name of that person.
To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.
5 Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.
If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.
6 Lodgment of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 9:00am (WST) on 27 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.
This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at Level 22, 77 St Georges Terrace Perth 6000 Western Australia or sent by facsimile to the registered office on (08) 9221 7866.
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