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LCL RESOURCES LIMITED — AGM Information 2008
Oct 27, 2008
65217_rns_2008-10-27_7eaccc0a-3728-4cf9-91a7-7a44529615a3.pdf
AGM Information
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METMINCO LIMITED ACN 119 759 349
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10.30 am (EDST)
DATE: Thursday, 27 November 2008
PLACE: Level 8, 350 Collins Street MELBOURNE VIC 3000
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 3) 5332 8526.
CONTENTS PAGE
| Notice of Annual General Meeting (setting out the proposed resolutions) | З |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | $\overline{4}$ |
| Glossary | 5 |
| Proxy Form | 6 |
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am (EDST) on Thursday, 27 November 2008 at:
Level 8, 350 Collins Street
MELBOURNE VIC 3000
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
- $(a)$ post to Metminco Limited, PO Box 11, Black Hill, Victoria, 3350; or
- $(b)$ facsimile to the Company on facsimile number (+61 3) 5332 8831,
so that it is received not later than 9.00 am (EDST) on 25 November 2008.
Proxy Forms received later than this time will be invalid.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders will be held at 10.30 am (EDST) on Thursday, 27 November 2008 at Level 8, 350 Collins Street, Melbourne, Victoria.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 9.00 am (EDST) on 25 November 2008.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
$\overline{1}$ . RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2008."
DATED: 20 OCTOBER 2008
BY ORDER OF THE BOARD
SHANE TURNER METMINCO LIMITED COMPANY SECRETARY
EXPTANATORY STATEMENT
This Explonotory Siotement hos been prepored forthe informotion of lhe Shoreholders in connection with the business to be conducted ot the Annuol Generol Meeting To be held of 10.30 om (EDST) on Thursdoy, 27 November 2008 ot Level 8, 350 Collins Streel, Melbourne. Victorio.
This purpose of lhis Explonotory Stotement is lo provide informotion which the Directors believe to be moleriol lo Shoreholders in decid¡ng whether or not to poss the Resolutions in the Notice of Meeting.
TINANCIAT STATEMENTS AND REPORTS l.
ln occordonce with the Constitution, the business of the Annuol Generol Meeting will include receipt ond considerotion of the onnuol finonciol report of the Compony for the finonciol yeor ended 30 June 2008 fogether w¡lh fhe declorotion of the directors, the directors' report. the remunerotion reporl ond lhe ouditor's reporl.
2. RESOTUTION 1 _ ADOPTION OF REMUNERATION REPORT
The Corporot¡ons Acl requires thot ot o listed compony's onnuol generol meeting. o resolution thot the remunerolion report be odopted must be put to the shoreholders. However, such o resolulion is odvisorv onlv ond does not bind the Directors or the Comoonv.
The remuneroiion report sets out the Compony's remunerotion onongemenis for the Directors ond senior monogemenl of the Compony. The remunerotion reporf ¡s port of the Directors' reporf contoined in the onnuol finonc¡ol report of the Compony for the finonciol yeor ending 30 June 2008.
A reosonoble opportunity will be provided for discuss¡on of fhe remunerotion report ot the Annuol Generol Meetino.
GLOSSARY
\$ means Australian dollars.
Annual General Meeting means the meeting convened by the Notice of Meeting.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Company means Metminco Limited (ACN 119 759 349).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
EDST means Eastern Daylight Savings Time as observed in Melbourne, Victoria.
PROXY FORM
APPOINTMENT OF PROXY METMINCO LIMITED
ACN 119 759 349
$\mathbf{a}^{(i)}$ and $\mathbf{a}^{(i)}$ and $\mathbf{a}^{(i)}$
| ANNUAL GENERAL MEETING | ||||||
|---|---|---|---|---|---|---|
| being a member of Metminco Limited entitled to attend and vote at the Annual General | ||||||
| I/We | ||||||
| оf | ||||||
| Meeting, hereby | ||||||
| Appoint | ||||||
| Name of proxy | ||||||
| the Chair of the Annual General Meeting as your proxy | ||||||
| OR | ||||||
| or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the | ||||||
| Chair's nominee, 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 to be held at 10.30 am (EDST), on Thursday, 27 | ||||||
| November 2008 at Level 8, 350 Collins Street, Melbourne, Victoria, 3000, and at any adjournment thereof. | ||||||
| If no directions are given, the Chair will vote in favour of all the Resolutions. | ||||||
| OR | ||||||
| Voting on Business of the Annual General Meeting | ||||||
| Resolution 1 - Adoption of remuneration report | FOR. | AGAINST ABSTAIN | ||||
| Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a |
||||||
| poll. | ||||||
| Signature of Member(s): | Date: | |||||
| Individual or Member 1 | Member 2 | Member 3 | ||||
| Director/Company Secretary Sole Director/Company Secretary Director |
||||||
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METMINCO LIMITED ACN 119 759 349
Instructions for Completing 'Appointment of Proxy' Form
- $\mathbf{1}$ . (Appointing a Proxy): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
- $2.$ (Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
(Signing Instructions): 3.
- (Individual): Where the holding is in one name, the member must sign.
- (Joint Holding): Where the holding is in more than one name, all of the members must sign.
- (Power of Attorney): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
- $\overline{4}$ . (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.
-
- (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
- post to Metminco Limited, PO Box 11, Black Hill, Victoria, 3350; or $(a)$
- $(b)$ facsimile to the Company on facsimile number (+61 3) 5332 8831,
so that it is received not later than 9.00 am (EDST) on 25 November 2008.
Proxy forms received later than this time will be invalid.
$\overline{7}$